UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2022

OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01366

SL Investment Corp. 

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)			85-3472615 (I.R.S. Employer Identification No.)
1585 Broadway, New York, NY (Address of principal executive offices)			10036 (Zip Code)

1 212-761-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☐   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☐			Accelerated filer			☐
Non-accelerated filer			☒			Smaller reporting company			☐
Emerging growth company			☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ☒

As of August 10, 2022, there was no established public market for the registrant’s common stock.

As of August 10, 2022, the Registrant had 23,807,951 shares of common stock, $0.001 par value, outstanding.

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SL Investment Corp.

TABLE OF CONTENTS

Part I. Financial Information
Item 1.			Consolidated Financial Statements
			Report of Independent Registered Public Accounting Firm			4
			Consolidated Statements of Assets and Liabilities as of June 30, 2022 (unaudited) and December 31, 2021 (audited)			5
			Consolidated Statements of Operations for the three and six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)			6
			Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)			7
			Consolidated Statements of Cash Flows for the three and six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)			8
			Consolidated Schedule of Investments as of June 30, 2022 (unaudited) and December 31, 2021			9
			Notes to the Consolidated Financial Statements (unaudited)			37
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			51
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			60
Item 4.			Controls and Procedures			61
Part II. Other Information
Item 1.			Legal Proceedings			61
Item 1A.			Risk Factors			62
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			62
Item 3.			Defaults Upon Senior Securities			62
Item 4.			Mine Safety Disclosures			62
Item 5.			Other Information			62
Item 6.			Exhibits			63

SIGNATURES

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of SL Investment Corp.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statements of assets and liabilities of SL Investment Corp. and subsidiaries (the "Company"), including the consolidated schedule of investments as of June 30, 2022, and the related consolidated statements of operations, changes in net assets for the three-month and six-month periods ended June 30, 2022, and 2021, and of cash flows for the six-month periods ended June 30, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities of the Company including the consolidated schedule of investments as of December 31, 2021, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated March 21, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statements of assets and liabilities as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated statements of assets and liabilities from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

New York, NY

August 10, 2022

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SL Investment Corp.

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)

						As of
						June 30, 2022						December 31, 2021
						(Unaudited)						(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $ 980,429 and $885,827 at June 30, 2022 and December 31, 2021, respectively)						$	968,572					$	889,065
Cash						45,060						20,232
Deferred financing costs						7,009						6,403
Subscription receivable						—						33,190
Interest and dividend receivable from non-controlled/non-affiliated investments						5,184						3,468
Receivable for investments sold/repaid						267						53
Prepaid expenses and other assets						61						97
Total assets						1,026,153						952,508
Liabilities
Debt						548,400						503,400
Payable for investments purchased						3,096						—
Payable to affiliates (Note 3)						749						1,363
Financing costs payable						2,441						2,226
Dividends payable						12,160						11,273
Management fees payable						278						214
Interest payable						4,639						2,416
Accrued expenses and other liabilities						1,210						1,892
Total liabilities						572,973						522,784
Commitments and Contingencies (Note 7)
Net Assets
Series A Preferred stock, par value $0.001 (1,000,000 shares authorized and 521 and 521 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)						1						1
Paid-in capital in excess of par value of Series A Preferred Stock						520						520
Common Stock, par value $0.001 per share (100,000,000 shares authorized and 22,109,747 and 20,244,075 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)						22						20
Paid-in capital in excess of par value of Common Stock						464,374						424,376
Net distributable earnings (accumulated losses)						(11,737)						4,807
Total net assets						453,180						429,724
Total liabilities and net assets						$	1,026,153					$	952,508
Net asset value per common share						$	20.47					$	21.20

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SL Investment Corp.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

						For the Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Investment income:
From non-controlled/non-affiliated investments:
Interest income						$	17,446					$	5,075					$	33,200					$	7,640
Payment-in-kind interest income						60						22						119						43
Dividend income						66						—						126						—
Other income						437						858						892						1,004
Total investment income						18,009						5,955						34,337						8,687
Expenses:
Interest expense and other financing expenses						5,540						1,401						9,650						2,329
Management fees						278						84						543						139
Organization and offering costs						—						52						—						181
Professional fees						238						213						516						394
Directors’ fees						52						51						103						101
Administrative service fees						—						1						—						16
General and other expenses						302						147						446						243
Total expenses						6,410						1,949						11,258						3,403
Net investment income (loss) before taxes						11,599						4,006						23,079						5,284
Excise tax expense						—						—						—						—
Net investment income (loss) after taxes						11,599						4,006						23,079						5,284
Realized and unrealized gains (losses) on investment transactions:
Realized gain (loss) from non-controlled/non-affiliated investments:						151						—						215						—
Net change in unrealized appreciation (depreciation) from non-controlled/non-affiliated investments:						(14,296)						1,481						(15,095)						3,353
Net realized and unrealized gains (losses)						(14,145)						1,481						(14,880)						3,353
Net increase (decrease) in net assets resulting from operations						(2,546)						5,487						8,199						8,637
Preferred Stock dividend						(16)						(15)						(32)						(31)
Net increase (decrease) in net assets resulting from operations attributable to holders of Common Stock						$	(2,562)					$	5,472					$	8,167					$	8,606
Per common share information—basic and diluted
Net investment income (loss) per common share:						$	0.55					$	0.66					$	1.11					$	1.04
Earnings per common share:						$	(0.12)					$	0.90					$	0.39					$	1.69
Weighted average common shares outstanding (Note 9):						21,248,667						6,058,001						20,749,146						5,095,183

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SL Investment Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)

(In thousands)

						For the Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Net assets at beginning of period						$	427,902					$	102,255					$	429,724					$	77,396
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)						11,599						4,006						23,079						5,284
Net realized gain (loss)						151						—						215						—
Net change in unrealized appreciation (depreciation)						(14,296)						1,481						(15,095)						3,353
Net increase (decrease) in net assets resulting from operations						(2,546)						5,487						8,199						8,637
Capital transactions:
Issuance of Common Stock						40,000						70,000						40,000						92,500
Dividends declared on Preferred Stock and Common Stock (Note 8)						(12,176)						(3,482)						(24,743)						(4,273)
Net increase (decrease) in net assets resulting from capital transactions						27,824						66,518						15,257						88,227
Total increase (decrease) in net assets						25,278						72,005						23,456						96,864
Net assets at end of period						$	453,180					$	174,260					$	453,180					$	174,260

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SL Investment Corp.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

						For the Six Months Ended
						June 30, 2022						June 30, 2021
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations						$	8,199					$	8,637
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments						15,095						(3,353)
Net realized (gain) loss on investments						(215)						—
Net accretion of discount and amortization of premium on investments						(1,929)						(611)
Payment-in-kind interest and dividend capitalized						(238)						(43)
Amortization of deferred financing costs						762						345
Amortization of deferred offering costs						—						39
Purchases of investments and change in payable for investments purchased						(157,748)						(258,270)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold						68,409						12,162
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments						(1,716)						(1,514)
(Increase) decrease in prepaid expenses and other assets						36						50
(Decrease) increase in payable to affiliates						(614)						580
(Decrease) increase in management fee payable						64						57
(Decrease) increase in interest payable						2,223						958
(Decrease) increase in accrued expenses and other liabilities						(681)						514
Net cash provided by (used in) operating activities						(68,353)						(240,449)
Cash flows from financing activities:
Borrowings on debt						125,000						181,400
Repayments on debt						(80,000)						(32,000)
Proceeds from issuance of Common Stock						73,190						92,500
Deferred financing costs paid						(1,153)						(980)
Dividends paid in cash						(23,856)						(889)
Net cash provided by (used in) financing activities						93,181						240,031
Net increase (decrease) in cash						24,828						(418)
Cash, beginning of period						20,232						25,877
Cash, end of period						$	45,060					$	25,459

Supplemental information and non-cash activities:
Excise tax paid						$	45					$	—
Interest expense paid						$	5,531					$	665
Accrued but unpaid dividends						$	12,160					$	3,467
Accrued but unpaid deferred financing costs						$	661					$	500

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
First Lien Debt
Aerospace and Defense
Jonathan Acquisition Company						(4) (5) (6)						L + 5.00%						7.25%						12/22/2026						12,171						$	11,934					$	11,991					2.65			%
Jonathan Acquisition Company						(4) (6) (14)						L + 5.00%						7.25%						12/22/2025						1,304						1,271						1,276						0.28
PCX Holding Corp.						(4) (5) (6)						L + 6.25%						8.50%						04/22/2027						7,853						7,788						7,657						1.69
PCX Holding Corp.						(4) (5) (6)						L + 6.25%						8.50%						04/22/2027						3,941						3,854						3,743						0.83
PCX Holding Corp.						(4) (5) (6) (14)						L + 6.25%						8.50%						04/22/2027						106						100						86						0.02
Two Six Labs, LLC						(4) (5) (7)						L + 5.50%						6.25%						08/20/2027						4,720						4,637						4,609						1.02
Two Six Labs, LLC						(4) (7) (14)						L + 5.50%						6.25%						08/20/2027						912						888						869						0.19
Two Six Labs, LLC						(4) (7) (14)						L + 5.50%						6.25%						08/20/2027						—						(16)						(22)						—
																																				30,456						30,209						6.67
Air Freight & Logistics
Omni Intermediate Holdings, LLC						(4) (5) (6) (9)						L + 5.00%						7.10%						12/30/2026						14,644						14,512						14,352						3.17
Omni Intermediate Holdings, LLC						(4) (5) (6) (9) (14)						L + 5.00%						7.10%						12/30/2026						657						643						625						0.14
Omni Intermediate Holdings, LLC						(4) (6) (14)						L + 5.00%						7.10%						12/30/2025						—						(13)						(27)						(0.01)
																																				15,142						14,950						3.30
Auto Components
CC SAG Holdings Corp. (Spectrum Automotive)						(4) (5) (7)						L + 5.75%						8.00%						06/29/2028						10,187						10,053						9,691						2.14
CC SAG Holdings Corp. (Spectrum Automotive)						(4) (7) (14)						L + 5.75%						8.00%						06/29/2028						1,419						1,391						1,282						0.28
CC SAG Holdings Corp. (Spectrum Automotive)						(4) (7) (14)						L + 5.75%						8.00%						06/29/2027						—						(5)						(19)						—
Continental Battery Company						(4) (5) (6)						L + 6.75%						7.75%						01/20/2027						6,219						6,103						5,971						1.32
Sonny's Enterprises, Inc.						(4) (5) (6)						L + 5.50%						6.50%						08/05/2026						5,030						4,945						4,834						1.07
Sonny's Enterprises, Inc.						(4) (5) (6) (14)						L + 6.75%						7.75%						08/05/2026						4,792						4,550						4,228						0.93
																																				27,037						25,987						5.73
Automobiles
ARI Network Services, Inc.						(4) (5)						S + 5.50%						6.88%						02/28/2025						8,931						8,797						8,733						1.93
ARI Network Services, Inc.						(4) (5)						S + 5.50%						6.88%						02/28/2025						1,564						1,540						1,529						0.34
ARI Network Services, Inc.						(4) (14)						S + 5.50%						6.88%						02/28/2025						182						163						153						0.03
Summit Buyer, LLC						(4) (5) (6)						L + 5.25%						8.13%						01/14/2026						9,528						9,368						9,199						2.03
Summit Buyer, LLC						(4) (6) (14)						L + 5.25%						8.13%						01/14/2026						9,048						8,860						8,569						1.89
Summit Buyer, LLC						(4) (6) (14)						L + 5.25%						8.13%						01/14/2026						—						(16)						(36)						(0.01)
Turbo Buyer, Inc.						(4) (5) (6)						L + 6.00%						8.88%						12/02/2025						16,343						16,084						15,818						3.49
Turbo Buyer, Inc.						(4) (6)						L + 6.00%						8.88%						12/02/2025						1,496						1,470						1,448						0.32
																																				46,266						45,413						10.02
Biotechnology
GraphPad Software, LLC						(4) (5) (6)						L + 5.50%						7.04%						04/27/2027						6,444						6,389						6,228						1.37

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
GraphPad Software, LLC						(4) (6) (14)						L + 5.50%						7.04%						04/27/2027						—						$	(6)					$	(25)					(0.01)			%
																																				6,383						6,203						1.37
Chemicals
V Global Holdings, LLC						(4) (5) (7)						L + 5.75%						6.91%						12/22/2027						1,540						1,510						1,510						0.33
V Global Holdings, LLC						(4) (7) (14)						L + 5.75%						6.91%						12/22/2025						32						27						27						0.01
																																				1,537						1,537						0.34
Commercial Services & Supplies
365 Retail Markets, LLC						(4) (5) (6)						L + 4.75%						5.75%						12/23/2026						7,444						7,331						7,351						1.62
365 Retail Markets, LLC						(4) (6)						L + 4.75%						5.75%						12/23/2026						2,382						2,369						2,352						0.52
365 Retail Markets, LLC						(4) (6) (14)						L + 4.75%						5.75%						12/23/2026						107						89						92						0.02
Encore Holdings, LLC						(4) (5) (7)						L + 4.50%						6.73%						11/23/2028						9,295						9,144						9,090						2.01
Encore Holdings, LLC						(4) (7) (14)						L + 4.50%						6.73%						11/23/2028						5,529						5,339						5,134						1.13
Encore Holdings, LLC						(4) (7) (14)						L + 4.50%						6.73%						11/23/2027						—						(42)						(59)						(0.01)
FLS Holding, Inc.						(4) (5) (6) (10)						L + 5.25%						7.28%						12/17/2028						16,581						16,270						16,248						3.59
FLS Holding, Inc.						(4) (6) (10) (14)						L + 5.25%						7.28%						12/17/2028						—						(33)						(72)						(0.02)
FLS Holding, Inc.						(4) (6) (10) (14)						L + 5.25%						7.28%						12/17/2027						—						(26)						(29)						(0.01)
KWOR Acquisition, Inc.						(4) (5)						L + 5.25%						6.99%						12/22/2028						878						866						861						0.19
KWOR Acquisition, Inc.						(4) (14)						P + 4.25%						9.00%						12/22/2027						16						15						14						—
MHE Intermediate Holdings, LLC						(4) (5) (6)						L + 6.00%						7.29%						07/21/2027						12,229						12,016						12,016						2.65
MHE Intermediate Holdings, LLC						(4) (6)						L + 6.00%						7.29%						07/21/2027						1,598						1,570						1,570						0.35
MHE Intermediate Holdings, LLC						(4) (6) (14)						L + 6.00%						7.29%						07/21/2027						—						(18)						(18)						—
PDFTron US Acquisition Corp.						(4) (5) (6) (10)						L + 5.50%						7.00%						07/15/2027						13,101						12,905						12,646						2.79
PDFTron US Acquisition Corp.						(4) (5) (6) (10)						L + 5.50%						7.00%						07/15/2027						4,200						4,124						4,054						0.89
PDFTron US Acquisition Corp.						(4) (6) (10)						L + 5.50%						7.00%						07/15/2026						3,300						3,247						3,186						0.70
Pritchard Industries, LLC						(4) (5) (7)						L + 5.50%						7.75%						10/13/2027						10,997						10,799						10,475						2.31
Pritchard Industries, LLC						(4) (7) (14)						L + 5.50%						7.75%						10/13/2027						893						861						768						0.17
Procure Acquireco, Inc. (Procure Analytics)						(4) (5) (7)						L + 5.50%						8.25%						12/20/2028						15,794						15,497						15,265						3.37
Procure Acquireco, Inc. (Procure Analytics)						(4) (7) (14)						L + 5.50%						8.25%						12/20/2028						—						(29)						(106)						(0.02)
Procure Acquireco, Inc. (Procure Analytics)						(4) (7) (14)						L + 5.50%						8.25%						12/20/2028						—						(17)						(32)						(0.01)
QW Holding Corporation						(4) (5) (6)						L + 5.75%						7.04%						08/31/2024						3,316						3,270						3,270						0.72
QW Holding Corporation						(4) (6) (14)						L + 5.75%						7.04%						08/31/2024						379						371						371						0.08
QW Holding Corporation						(4) (6) (14)						L + 5.75%						7.04%						08/31/2024						—						(12)						(12)						—
Sherlock Buyer Corp.						(4) (5) (7)						L + 5.75%						6.74%						12/08/2028						18,647						18,298						18,246						4.03
Sherlock Buyer Corp.						(4) (7) (14)						L + 5.75%						6.74%						12/08/2028						—						(50)						(116)						(0.03)
Sherlock Buyer Corp.						(4) (7) (14)						L + 5.75%						6.74%						12/08/2027						—						(39)						(46)						(0.01)
Sweep Purchaser, LLC						(4) (5) (6)						L + 5.75%						8.00%						11/30/2026						2,916						2,871						2,871						0.63

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Sweep Purchaser, LLC						(4) (5) (6) (14)						L + 5.75%						8.00%						11/30/2026						1,721						$	1,690					$	1,690					0.37			%
Sweep Purchaser, LLC						(4) (6) (14)						L + 5.75%						8.00%						11/30/2026						158						151						151						0.03
Tamarack Intermediate, LLC						(4) (5)						S + 5.75%						6.94%						03/13/2028						5,500						5,394						5,244						1.16
Tamarack Intermediate, LLC						(4) (14)						S + 5.75%						6.94%						03/13/2028						—						(17)						(42)						(0.01)
Valcourt Holdings II, LLC						(4) (5) (6)						L + 5.50%						7.73%						01/07/2027						8,424						8,291						8,378						1.85
Valcourt Holdings II, LLC						(4) (5) (6)						L + 5.50%						7.70%						01/07/2027						4,277						4,208						4,253						0.94
Valcourt Holdings II, LLC						(4) (6) (14)						L + 5.50%						7.73%						01/07/2027						1,663						1,627						1,650						0.36
VRC Companies, LLC						(4) (5) (7)						L + 5.50%						8.38%						06/29/2027						21,038						20,765						20,164						4.45
VRC Companies, LLC						(4) (5) (7) (14)						L + 5.50%						8.38%						06/29/2027						1,829						1,784						1,682						0.37
VRC Companies, LLC						(4) (7) (14)						P + 4.50%						9.25%						06/29/2027						177						168						148						0.03
																																				171,047						168,708						37.23
Construction & Engineering
KPSKY Acquisition, Inc.						(4) (5) (7)						L + 5.50%						7.14%						10/19/2028						14,736						14,465						14,441						3.19
KPSKY Acquisition, Inc.						(4) (14)						P + 4.50%						9.25%						10/19/2028						1,589						1,540						1,519						0.34
																																				16,005						15,960						3.52
Containers & Packaging
BP Purchaser, LLC						(4) (5) (7)						L + 5.50%						7.19%						12/11/2028						23,605						23,163						22,272						4.91
Fortis Solutions Group, LLC						(4) (5) (7)						L + 5.50%						7.75%						10/13/2028						8,280						8,128						8,128						1.79
Fortis Solutions Group, LLC						(4) (7) (14)						L + 5.50%						7.75%						10/13/2028						2,275						2,214						2,214						0.49
Fortis Solutions Group, LLC						(4) (7) (9) (14)						L + 5.50%						7.75%						10/15/2028						—						(15)						(15)						—
Fortis Solutions Group, LLC						(4) (7) (14)						L + 5.50%						7.75%						10/15/2027						77						57						57						0.01
																																				33,547						32,656						7.21
Distributors
48Forty Solutions, LLC						(4) (5) (6)						S + 6.00%						7.22%						11/30/2026						8,653						8,486						8,486						1.87
48Forty Solutions, LLC						(4) (6) (14)						S + 6.00%						7.22%						11/30/2026						—						(3)						(3)						—
48Forty Solutions, LLC						(4) (6) (14)						S + 6.00%						7.22%						11/30/2026						—						(29)						(29)						(0.01)
PT Intermediate Holdings III, LLC						(4) (5) (7)						L + 5.50%						7.75%						11/01/2028						15,218						15,077						14,990						3.31
PT Intermediate Holdings III, LLC						(4) (5) (7)						L + 5.50%						7.75%						11/01/2028						8,467						8,388						8,341						1.84
																																				31,919						31,785						7.01
Diversified Consumer Services
Heartland Home Services						(4) (7) (14)						L + 5.75%						7.37%						12/15/2026						1,192						1,180						1,091						0.24
Lightspeed Solution,LLC						(4) (5)						S + 6.00%						7.53%						03/01/2028						3,780						3,708						3,636						0.80
Lightspeed Solution,LLC						(4) (14)						S + 6.00%						7.53%						03/01/2028						—						(11)						(47)						(0.01)
LUV Car Wash Group, LLC						(4) (5) (6) (14)						L + 5.50%						6.50%						12/09/2026						646						637						622						0.14
Mammoth Holdings, LLC						(4) (5) (6)						L + 6.00%						7.00%						10/16/2023						3,461						3,443						3,429						0.76
Mammoth Holdings, LLC						(4) (5) (6)						L + 6.00%						7.00%						10/16/2023						15,493						15,410						15,356						3.39

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Mammoth Holdings, LLC						(4) (6) (14)						L + 6.00%						7.00%						10/16/2023						—						$	(2)					$	(4)					—			%
																																				24,365						24,083						5.31
Diversified Financial Services
Everest Intermediate, Ltd						(4) (6) (10) (14)						S + 5.75%						7.75%						05/25/2028						—						(4)						(4)						—
Everest Intermediate, Ltd						(4) (7) (10)						S + 5.75%						7.75%						05/25/2029						1,404						1,376						1,376						0.30
SitusAMC Holdings Corp.						(4) (5) (7)						L + 5.75%						8.00%						12/22/2027						7,182						7,115						6,911						1.53
Smarsh, Inc.						(4) (5)						S + 6.50%						7.25%						02/16/2029						4,286						4,204						4,176						0.92
Smarsh, Inc.						(4) (14)						S + 6.50%						7.25%						02/16/2029						—						(5)						(7)						—
Smarsh, Inc.						(4) (14)						S + 6.50%						7.25%						02/16/2029						—						(10)						(28)						(0.01)
																																				12,676						12,424						2.74
Food Products
Teasdale Foods, Inc. (Teasdale Latin Foods)						(4) (5) (6)						L + 6.25%; 1.00% PIK						8.88%						12/18/2025						3,586						3,533						2,958						0.65
Health Care Equipment & Supplies
Performance Health Holdings, Inc.						(4) (5) (6)						L + 6.00%						8.88%						07/12/2027						4,028						3,958						3,911						0.86
Health Care Providers & Services
Bearcat Buyer, Inc.						(4) (5) (6)						L + 4.75%						7.00%						07/09/2026						6,808						6,680						6,686						1.48
Bearcat Buyer, Inc.						(4) (5) (6) (14)						L + 4.75%						7.00%						07/09/2026						6,230						6,105						6,109						1.35
DCA Investment Holdings, LLC						(4) (5)						S + 6.00%						6.75%						04/03/2028						4,763						4,705						4,718						1.04
DCA Investment Holdings, LLC						(4) (5) (14)						S + 6.00%						6.75%						04/03/2028						795						776						783						0.17
Gateway US Holdings, Inc.						(4) (5) (7) (10)						S + 5.50%						8.23%						09/22/2024						754						747						747						0.16
Gateway US Holdings, Inc.						(4) (7) (10) (14)						S + 5.50%						8.23%						09/22/2024						41						39						39						0.01
Gateway US Holdings, Inc.						(4) (7) (10) (14)						S + 5.50%						8.23%						09/22/2024						2						1						1						—
Heartland Veterinary Partners, LLC						(4) (5)						L + 4.75%						6.19%						12/10/2026						3,895						3,860						3,823						0.84
Heartland Veterinary Partners, LLC						(4) (6) (14)						L + 4.75%						6.19%						12/10/2026						2,364						2,286						2,203						0.49
Heartland Veterinary Partners, LLC						(4) (6) (14)						L + 4.75%						6.19%						12/10/2026						—						(7)						(14)						—
Promptcare Infusion Buyer, Inc.						(4) (5) (6)						L + 6.00%						7.12%						09/01/2027						3,908						3,839						3,764						0.83
Promptcare Infusion Buyer, Inc.						(4) (6) (14)						L + 6.00%						7.12%						09/01/2027						380						362						319						0.07
Southern Veterinary Partners, LLC						(4) (9)						S + 5.50%						7.70%						06/28/2027						286						280						280						0.06
Stepping Stones Healthcare Services, LLC						(4) (5) (7)						L + 5.75%						8.00%						01/02/2029						4,364						4,302						4,181						0.92
Stepping Stones Healthcare Services, LLC						(4) (7) (14)						L + 5.75%						8.00%						01/02/2029						—						(6)						(52)						(0.01)
Stepping Stones Healthcare Services, LLC						(4) (7) (14)						L + 5.75%						8.00%						12/30/2026						—						(8)						(26)						(0.01)
Suveto Buyer, LLC						(4) (5) (7) (14)						L + 5.00%						7.25%						09/09/2027						4,747						4,699						4,574						1.01
Suveto Buyer, LLC						(4) (14)						P + 4.00%						8.75%						09/09/2027						153						145						139						0.03
Vardiman Black Holdings, LLC						(4) (5)						S + 8.00%						8.78%						03/18/2027						2,286						2,264						2,172						0.48
Vardiman Black Holdings, LLC						(4) (14)						S + 8.00%						8.78%						03/18/2027						976						959						841						0.19
Vermont Aus Pty Ltd						(4) (9) (10)						S + 5.50%						7.55%						03/23/2028						500						487						487						0.11

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
																																				$	42,515					$	41,774					9.22			%
Health Care Technology
Lightspeed Buyer, Inc.						(4) (5) (6)						L + 5.75%						7.14%						02/03/2026						4,244						4,158						4,141						0.91
Lightspeed Buyer, Inc.						(4) (5) (6) (14)						L + 5.75%						7.14%						02/03/2026						3,094						3,013						2,985						0.66
																																				7,171						7,126						1.57
Insurance Services
Foundation Risk Partners, Corp.						(4) (5) (7)						L + 5.50%						7.75%						10/29/2028						18,507						18,251						18,237						4.02
Foundation Risk Partners, Corp.						(4) (5) (7)						L + 5.50%						7.75%						10/29/2028						4,025						3,970						3,966						0.88
Foundation Risk Partners, Corp.						(4) (7) (14)						L + 5.50%						7.75%						10/29/2027						—						(26)						(29)						(0.01)
Galway Borrower, LLC						(4) (5) (7)						L + 5.25%						7.50%						09/29/2028						12,181						11,966						11,959						2.64
Galway Borrower, LLC						(4) (7) (14)						L + 5.25%						7.50%						09/29/2028						257						228						223						0.05
Galway Borrower, LLC						(4) (7) (14)						L + 5.25%						7.50%						09/30/2027						290						275						274						0.06
Higginbotham Insurance Agency, Inc.						(4) (5) (7)						L + 5.50%						7.17%						11/25/2026						6,192						6,119						6,085						1.34
High Street Buyer, Inc.						(4) (5) (7)						L + 6.00%						7.67%						04/14/2028						4,304						4,230						4,282						0.94
High Street Buyer, Inc.						(4) (5) (7)						L + 6.00%						7.67%						04/14/2028						17,283						16,978						17,195						3.79
High Street Buyer, Inc.						(4) (7) (14)						L + 6.00%						7.67%						04/16/2027						—						(15)						(5)						—
Integrity Marketing Acquisition, LLC						(4) (5) (6)						L + 5.75%						7.74%						08/27/2025						24,724						24,459						24,234						5.35
Integrity Marketing Acquisition, LLC						(4) (5) (7)						L + 5.50%						7.74%						08/27/2025						7,448						7,366						7,300						1.61
Keystone Agency Investors						(4) (5) (6)						S + 6.00%						8.20%						05/03/2027						2,466						2,431						2,431						0.54
Keystone Agency Investors						(4) (6) (14)						S + 6.00%						8.20%						05/03/2027						2,578						2,531						2,530						0.56
Oakbridge Insurance Agency LLC						(4) (5) (6)						S + 5.75%						7.95%						12/31/2026						165						163						159						0.04
Oakbridge Insurance Agency LLC						(4) (6) (14)						S + 5.75%						7.95%						12/31/2026						57						46						4						—
Oakbridge Insurance Agency LLC						(4) (6) (14)						S + 5.75%						7.95%						12/31/2026						11						10						9						—
Peter C. Foy & Associates Insurance Services, LLC						(4) (5) (7)						L + 6.00%						7.81%						11/01/2028						7,737						7,663						7,621						1.68
Peter C. Foy & Associates Insurance Services, LLC						(4) (5) (7) (14)						L + 6.00%						7.81%						11/01/2028						2,070						2,046						2,028						0.45
Peter C. Foy & Associates Insurance Services, LLC						(4) (7) (14)						L + 6.00%						7.81%						11/01/2027						—						(3)						(5)						—
RSC Acquisition, Inc.						(4) (5) (7)						L + 5.50%						7.44%						10/30/2026						5,413						5,365						5,360						1.18
RSC Acquisition, Inc.						(4) (7) (14)						L + 5.50%						7.44%						10/30/2026						2,252						2,206						2,201						0.49
World Insurance Associates, LLC						(4) (5) (6)						S + 5.75%						7.80%						04/01/2026						15,006						14,691						14,706						3.25
World Insurance Associates, LLC						(4) (5) (6)						S + 5.75%						7.80%						04/01/2026						11,712						11,504						11,478						2.53
World Insurance Associates, LLC						(4) (6) (14)						S + 5.75%						7.80%						04/01/2026						388						374						369						0.08
																																				142,828						142,612						31.47
Interactive Media & Services
FMG Suite Holdings, LLC						(4) (5) (6)						L + 5.50%						6.25%						10/30/2026						9,512						9,356						9,304						2.05
FMG Suite Holdings, LLC						(4) (5) (6) (14)						L + 5.50%						6.25%						10/30/2026						—						(35)						(49)						(0.01)
FMG Suite Holdings, LLC						(4) (5) (6) (14)						L + 5.50%						6.25%						10/30/2026						—						(18)						(25)						(0.01)
MSM Acquisitions, Inc.						(4) (5) (6)						L + 6.00%						7.63%						12/09/2026						11,377						11,225						11,114						2.45

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
MSM Acquisitions, Inc.						(4) (6) (14)						L + 6.00%						7.63%						12/09/2026						4,559						$	4,454					$	4,221					0.93			%
MSM Acquisitions, Inc.						(4) (6) (14)						P + 5.00%						7.63%						12/09/2026						414						395						384						0.08
Triple Lift, Inc.						(4) (5) (7)						L + 5.75%						6.58%						05/08/2028						11,880						11,674						11,337						2.50
Triple Lift, Inc.						(4) (7) (14)						L + 5.75%						6.58%						05/08/2028						657						629						579						0.13
																																				37,680						36,865						8.13
IT Services
Atlas Purchaser, Inc.						(5) (7)						L + 5.25%						6.62%						05/08/2028						3,843						3,777						3,151						0.70
Donuts, Inc.						(4) (5) (6)						L + 6.00%						7.00%						12/29/2026						6,156						6,057						6,061						1.34
Donuts, Inc.						(4) (5) (6)						S + 6.00%						7.00%						12/29/2027						3,385						3,385						3,332						0.74
Donuts, Inc.						(4) (6) (14)						S + 6.00%						7.00%						12/29/2027						—						—						(24)						(0.01)
Govbrands Intermediate, Inc.						(4) (5) (7)						L + 5.50%						7.75%						08/04/2027						17,126						16,752						16,496						3.64
Govbrands Intermediate, Inc.						(4) (5) (7) (14)						L + 5.50%						7.75%						08/04/2027						3,853						3,750						3,646						0.80
Govbrands Intermediate, Inc.						(4) (7) (14)						L + 5.50%						7.75%						08/04/2027						—						(39)						(67)						(0.01)
Long Term Care Group, Inc.						(4) (5) (7)						L + 6.00%						7.25%						09/08/2027						1,995						1,957						1,957						0.43
Redwood Services Group, LLC						(4) (7)						S + 6.00%						7.70%						06/15/2029						1,818						1,781						1,781						0.39
Redwood Services Group, LLC						(4) (7) (14)						S + 6.00%						7.70%						06/15/2029						—						(4)						(4)						—
Syntax Systems Ltd						(4) (5) (7) (10)						L + 5.50%						7.17%						10/29/2028						15,271						15,130						14,428						3.18
Syntax Systems Ltd						(4) (7) (10) (14)						L + 5.50%						7.17%						10/29/2028						—						(36)						(221)						(0.05)
Syntax Systems Ltd						(4) (7) (10) (14)						L + 5.50%						7.17%						10/29/2026						894						880						805						0.18
Thrive Buyer, Inc. (Thrive Networks)						(4) (5) (6)						L + 6.00%						8.25%						01/22/2027						7,281						7,162						7,269						1.60
Thrive Buyer, Inc. (Thrive Networks)						(4) (5) (6) (14)						L + 6.00%						8.25%						01/22/2027						6,070						5,960						6,060						1.34
Thrive Buyer, Inc. (Thrive Networks)						(4) (5) (6) (14)						L + 6.00%						8.25%						01/22/2027						91						80						89						0.02
Upstack Holdco, Inc.						(4) (5) (6)						L + 5.50%						7.71%						08/20/2027						4,194						4,101						4,165						0.92
Upstack Holdco, Inc.						(4) (5) (6) (14)						L + 5.50%						7.71%						08/20/2027						1,418						1,378						1,405						0.31
Upstack Holdco, Inc.						(4) (6) (14)						L + 5.50%						7.71%						08/20/2027						—						(9)						(3)						—
																																				72,062						70,326						15.52
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)						(4) (5) (6)						S + 5.00%						7.14%						11/16/2026						19,784						19,599						19,681						4.34
GSM Acquisition Corp. (GSM Outdoors)						(4) (5) (6)						S + 5.00%						7.14%						11/16/2026						1,688						1,671						1,679						0.37
GSM Acquisition Corp. (GSM Outdoors)						(4) (6) (14)						S + 5.00%						7.14%						11/16/2026						1,125						1,109						1,117						0.25
																																				22,379						22,477						4.96
Machinery
Answer Target Holdco, LLC						(4) (5) (6)						L + 5.75%						8.00%						12/30/2026						12,935						12,694						12,462						2.75
Answer Target Holdco, LLC						(4) (6) (14)						L + 5.75%						8.00%						12/30/2026						—						(18)						(37)						(0.01)
																																				12,676						12,425						2.74
Multi-Utilities

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
AWP Group Holdings, Inc.						(4) (5) (6)						L + 4.75%						6.91%						12/22/2027						10,735						$	10,602					$	10,487					2.31			%
AWP Group Holdings, Inc.						(4) (5) (6) (14)						L + 4.75%						6.91%						12/22/2027						1,575						1,545						1,502						0.33
AWP Group Holdings, Inc.						(4) (6) (14)						L + 4.75%						6.91%						12/22/2026						742						721						698						0.15
Ground Penetrating Radar Systems, LLC						(4) (5) (6)						S + 4.75%						6.27%						06/26/2026						4,440						4,372						4,321						0.95
Ground Penetrating Radar Systems, LLC						(4) (6) (14)						S + 4.75%						6.27%						06/26/2025						281						271						262						0.06
Vessco Midco Holdings, LLC						(4) (5) (6)						L + 4.50%						7.38%						11/02/2026						5,443						5,402						5,387						1.19
Vessco Midco Holdings, LLC						(4) (5) (6)						L + 4.50%						7.38%						11/02/2026						3,545						3,520						3,509						0.77
Vessco Midco Holdings, LLC						(4) (14)						P + 3.50%						8.25%						10/18/2026						199						192						190						0.04
																																				26,625						26,356						5.82
Oil, Gas & Consumable Fuels
Energy Labs Holdings Corp.						(4) (5) (6)						S + 5.25%						6.25%						04/07/2028						390						384						384						0.08
Energy Labs Holdings Corp.						(4) (6) (14)						S + 5.25%						6.25%						04/07/2028						—						(1)						(1)						—
Energy Labs Holdings Corp.						(4) (6) (14)						S + 5.25%						6.25%						04/07/2028						12						11						11						—
																																				394						394						0.09
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)						(4) (5) (6)						L + 6.25%						7.25%						03/10/2027						8,019						7,871						7,970						1.76
Abacus Data Holdings, Inc. (AbacusNext)						(4) (6) (14)						L + 6.25%						7.25%						03/10/2027						840						827						831						0.18
Abacus Data Holdings, Inc. (AbacusNext)						(4) (6) (14)						L + 6.25%						7.25%						03/10/2027						—						(11)						(4)						—
Bullhorn, Inc.						(4) (6)						L + 5.75%						8.00%						09/30/2026						172						169						170						0.04
Bullhorn, Inc.						(4) (6) (14)						L + 5.75%						8.00%						09/30/2026						10						10						10						—
Bullhorn, Inc.						(4) (6) (14)						L + 5.75%						8.00%						09/30/2026						—						—						—						—
Citrin Cooperman Advisors, LLC						(4) (5) (7)						L + 5.00%						6.47%						10/01/2027						8,625						8,471						8,471						1.87
Citrin Cooperman Advisors, LLC						(4) (5) (7) (14)						L + 5.00%						6.47%						10/01/2027						3,695						3,538						3,538						0.78
																																				20,875						20,986						4.63
Real Estate Management & Development
Associations, Inc.						(4) (5) (6)						L + 4.00%; 2.50% PIK						7.50%						07/02/2027						6,881						6,823						6,823						1.51
Associations, Inc.						(4) (5) (6) (14)						L + 4.00%; 2.50% PIK						7.50%						07/02/2027						6,023						5,960						5,962						1.32
Associations, Inc.						(4) (6) (14)						L + 4.00%; 2.50% PIK						7.50%						07/02/2027						—						(7)						(7)						—
MRI Software, LLC						(4) (14)						L + 5.50%						7.75%						02/10/2026						—						(7)						(15)						—
Zarya Intermediate, LLC						(4) (5) (6)						L + 6.50%						7.56%						07/01/2027						10,500						10,319						10,364						2.29
Zarya Intermediate, LLC						(4) (5) (6)						L + 6.50%						7.56%						07/01/2027						8,250						8,105						8,143						1.80
Zarya Intermediate, LLC						(4) (6) (14)						L + 6.50%						7.56%						07/01/2027						—						(33)						(26)						(0.01)
																																				31,160						31,244						6.89
Software

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Alert Media, Inc.						(4) (5) (6)						L + 5.00%						6.48%						04/12/2027						16,000						$	15,777					$	15,777					3.48			%
Alert Media, Inc.						(4) (6) (14)						L + 5.00%						6.48%						04/12/2027						—						(75)						(224)						(0.05)
Alert Media, Inc.						(4) (6) (14)						L + 5.00%						6.48%						04/10/2026						—						(8)						(8)						—
Anaplan, Inc.						(4) (7)						S + 6.50%						8.01%						06/21/2029						3,900						3,822						3,822						0.84
APEX Analytix						(4) (9)						S + 5.75%						7.95%						08/18/2026						1,306						1,280						1,280						0.28
APEX Analytix						(4) (9) (14)						S + 5.75%						7.95%						06/30/2028						—						(3)						(3)						—
Appfire Technologies, LLC						(4) (5) (6)						S + 5.50%						7.70%						03/09/2027						4,074						4,058						4,014						0.89
Appfire Technologies, LLC						(4) (6) (14)						S + 5.50%						7.70%						03/09/2027						—						(25)						(57)						(0.01)
Appfire Technologies, LLC						(4) (6) (14)						S + 5.50%						7.70%						03/09/2027						2						1						1						—
Assembly Intermediate, LLC						(4) (5) (6)						L + 7.00%						9.88%						10/19/2027						8,889						8,728						8,703						1.92
Assembly Intermediate, LLC						(4) (6) (14)						L + 7.00%						9.88%						10/19/2027						533						509						487						0.11
Assembly Intermediate, LLC						(4) (6) (14)						L + 7.00%						9.88%						10/19/2027						178						162						159						0.04
CLEO Communications Holding, LLC						(4) (5) (6)						L + 6.75%						8.19%						06/09/2027						17,142						16,995						16,653						3.67
CLEO Communications Holding, LLC						(4) (6) (14)						L + 6.75%						8.19%						06/09/2027						—						(44)						(153)						(0.03)
Cordeagle US Finco, Inc.						(4) (5) (6) (10)						L + 6.75%						7.99%						07/30/2027						7,800						7,663						7,739						1.71
Cordeagle US Finco, Inc.						(4) (6) (10) (14)						L + 6.75%						7.99%						07/30/2027						—						(20)						(9)						—
GS AcquisitionCo, Inc.						(4) (5) (6)						L + 5.75%						7.30%						05/22/2026						27,873						27,676						27,546						6.08
GS AcquisitionCo, Inc.						(4) (6) (14)						L + 5.75%						7.16%						05/22/2026						—						(11)						(32)						(0.01)
GS AcquisitionCo, Inc.						(4) (6) (14)						L + 5.75%						7.65%						05/22/2026						227						219						215						0.05
Gurobi Optimization, LLC						(4) (5) (6)						L + 5.00%						6.67%						12/19/2023						4,386						4,364						4,385						0.97
Gurobi Optimization, LLC						(4) (6) (14)						L + 5.00%						6.67%						12/19/2023						—						(3)						—						—
LegitScript						(4)						S + 5.75%						7.26%						06/24/2029						3,385						3,318						3,318						0.73
LegitScript						(4) (14)						S + 5.75%						7.26%						06/24/2029						—						(44)						(44)						(0.01)
LegitScript						(4) (14)						S + 5.75%						7.26%						06/24/2028						—						(13)						(13)						—
Netwrix Corporation And Concept Searching, Inc. Netwrix Corporation And Concept						(4) (7)						S + 5.00%						6.50%						06/01/2029						549						543						543						0.12
Netwrix Corporation And Concept Searching, Inc. Netwrix Corporation And Concept						(4) (7) (14)						S + 5.00%						6.50%						06/01/2029						—						(1)						(1)						—
Netwrix Corporation And Concept Searching, Inc. Netwrix Corporation And Concept						(4) (7) (14)						S + 5.00%						6.50%						06/01/2029						—						(1)						(1)						—
Oak Purchaser, Inc.						(4) (5)						L + 5.50%						7.55%						04/28/2028						931						921						921						0.20
Oak Purchaser, Inc.						(4) (14)						L + 5.50%						7.55%						04/28/2028						—						(6)						(6)						—
Oak Purchaser, Inc.						(4) (14)						L + 5.50%						7.55%						04/28/2028						—						(1)						(1)						—
Pound Bidco, Inc.						(4) (5) (6) (10)						L + 6.50%						7.50%						01/30/2026						3,004						2,957						3,004						0.66
Pound Bidco, Inc.						(4) (5) (6) (10) (14)						L + 6.50%						7.50%						01/30/2026						—						(6)						—						—
Project Leopard Holdings, Inc.						(4) (9) (10)						S + 5.25%						7.45%						06/16/2028						1,040						967						967						0.21

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Revalize, Inc.						(4) (5) (14)						L + 5.75%						8.00%						04/15/2027						8,696						$	8,638					$	8,330					1.84			%
Revalize, Inc.						(4) (14)						L + 5.75%						8.00%						04/15/2027						44						44						42						0.01
Securonix, Inc.						(4) (5) (7)						S + 6.50%						7.25%						04/05/2028						9,004						8,852						8,852						1.95
Securonix, Inc.						(4) (7) (14)						S + 6.50%						7.25%						04/05/2028						—						(27)						(27)						(0.01)
Skykick, Inc.						(4) (5) (6)						L + 7.25%						8.25%						09/01/2027						2,700						2,640						2,676						0.59
Skykick, Inc.						(4) (6) (14)						L + 7.25%						8.25%						09/01/2027						—						(12)						(10)						—
Trunk Acquisition, Inc.						(4) (5) (6)						L + 6.00%						8.25%						02/19/2027						4,549						4,507						4,373						0.96
Trunk Acquisition, Inc.						(4) (6) (14)						L + 6.00%						8.25%						02/19/2026						—						(4)						(17)						—
																																				124,337						123,201						27.19
Total First Lien Debt																																				$	964,572					$	952,570					210.20			%
Second Lien Debt
Air Freight & Logistics
Omni Logistics						(4)						L + 9.00%						11.19%						12/30/2027						900						$	873					$	873					0.19			%
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC						(4) (5) (8)						L + 7.00%						9.25%						03/02/2029						3,000						2,989						3,000						0.66
Infinite Bidco, LLC						(4) (8) (14)						L + 7.00%						9.25%						03/02/2029						—						—						—						—
																																				2,989						3,000						0.66
Health Care Providers & Services
Heartland Veterinary Partners, LLC						(4) (5) (6)						L + 8.00%						9.00%						12/10/2027						360						353						342						0.08
Heartland Veterinary Partners, LLC						(4) (6) (14)						L + 8.00%						9.00%						12/10/2027						89						88						82						0.02
																																				441						424						0.09
Industrial Conglomerates
Aptean, Inc.						(4) (5)						L + 7.00%						8.67%						04/23/2027						1,050						1,050						1,050						0.23
IT Services
Idera, Inc.						(4) (5) (7)						L + 6.75%						7.82%						03/02/2029						530						526						530						0.12
Red Dawn SEI Buyer, Inc.						(4) (5) (6)						L + 8.50%						10.75%						11/20/2026						1,000						980						972						0.21
																																				1,506						1,502						0.33
Software
Flexera Software, LLC						(4) (5) (6)						L + 7.00%						8.62%						03/03/2029						1,500						1,474						1,467						0.32
Total Second Lien Debt																																				$	8,333					$	8,316					1.84			%
Other Securities
Unsecured Debt
Food Products

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)						(4) (11) (12)												16.25% PIK						06/18/2026						600						$	592					$	174					0.04			%
Total Unsecured Debt																																				$	592					$	174					0.04			%

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Acquisition Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Preferred Equity
FORTIS Solutions Group, LLC						(4) (13)																		06/24/2022						1,000,000						$	975					$	980					0.22			%
Integrity Marketing Acquisition, LLC						(4) (13)						10.50%												12/21/2021						750,000						757						779						0.17
Revalize, Inc.						(4) (13)						11.00%												12/14/2021						1,500						1,518						1,560						0.34
Skykick, Inc.						(4) (13)																		08/31/2021						23,665						225						241						0.05
Total Preferred Equity																																				$	3,475					$	3,560					0.79			%
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)						(4) (13)																		7/12/2021						5,196						$	520					$	478					0.11			%
BP Purchaser, LLC						(4) (13)																		12/10/2021						1,233,333						1,233						1,233						0.27
CSC Thrive Holdings, LP (Thrive Networks)						(4) (13)																		3/1/2021						53,339						137						253						0.06
Encore Holdings, LLC						(4) (13)																		11/23/2021						478						55						63						0.01
GSM Equity Investors, LP (GSM Outdoors)						(4) (13)																		11/16/2020						500						50						127						0.03
LUV Car Wash						(4) (13)																		4/6/2022						97						97						97						0.02
PCX Holding Corp.						(4) (13)																		4/22/2021						1,154						115						192						0.04
Pritchard Industries, Inc.						(4) (13)																		10/13/2021						300,000						300						320						0.07
Procure Acquiom Financial, LLC (Procure Analytics)						(4) (13)																		12/20/2021						500,000						500						582						0.13
Shelby Co-invest, LP. (Spectrum Automotive)						(4) (13)																		6/29/2021						1,500						150						190						0.04
Suveto Buyer, LLC						(4) (10) (14)																		11/19/2021						3,000						300						417						0.09
Total Common Equity																																				$	3,457					$	3,952					0.87			%
Total Other Securities																																				$	7,524					$	7,686					1.70			%
Total Portfolio Investments																																				$	980,429					$	968,572					213.73			%

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of June 30, 2022, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2022, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Secured Overnight Financing Rate (“SOFR” or “S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2022. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2022. As of June 30, 2022, the reference rates for our LIBOR-based loans were the 30-day L at 1.79%, 90-day L at 2.29%, the 180-day L at 2.90%; the reference rates for our SOFR-based loans were the 30-day S at 1.09%, 90-day S at 0.70%, and the P at 4.75%.
(3)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(5)			Assets or a portion thereof are pledged as collateral for the JPM Funding Facility (as defined in Note 6). See Note 6 “Debt”.
(6)			Loan includes interest rate floor of 1.00%.
(7)			Loan includes interest rate floor of 0.75%.
(8)			Loan includes interest rate floor of 0.50%.
(9)			Position or portion thereof unsettled as of June 30, 2022.
(10)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2022 non-qualifying assets represented 6.41% of total assets as calculated in accordance with regulatory requirements.
(11)			Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company.
(12)			Investment was on non-accrual status as of June 30, 2022.
(13)			Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of June 30, 2022, the aggregate fair value of these securities is $7,512 or 1.7% of the Company’s net assets. The initial acquisition dates have been included for such securities.
(14)			Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of June 30, 2022:

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
First Lien Debt
365 Retail Markets, LLC			0.50%			Revolver			12/23/2026			1,093			(14)
48Forty Solutions, LLC			1.00%			Delayed Draw Term Loan			02/11/2024			339			(3)
48Forty Solutions, LLC			0.50%			Revolver			11/30/2026			1,508			(29)
APEX Analytix			—%			Revolver			06/30/2028			148			(3)
ARI Network Services, Inc.			0.50%			Revolver			02/28/2025			1,117			(25)
AWP Group Holdings, Inc.			1.00%			Delayed Draw Term Loan			12/22/2027			1,579			(36)
AWP Group Holdings, Inc.			0.50%			Revolver			12/22/2026			1,153			(27)
Abacus Data Holdings, Inc. (AbacusNext)			1.00%			Delayed Draw Term Loan			09/08/2022			660			(4)

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SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
Abacus Data Holdings, Inc. (AbacusNext)			0.50%			Revolver			03/10/2027			600			(4)
Alert Media, Inc.			0.50%			Delayed Draw Term Loan			06/17/2023			10,000			(224)
Alert Media, Inc.			0.50%			Revolver			04/10/2026			750			(9)
Answer Target Holdco, LLC			0.50%			Revolver			12/30/2026			1,000			(37)
Appfire Technologies, LLC			0.50%			Delayed Draw Term Loan			01/05/2023			4,011			(57)
Appfire Technologies, LLC			0.50%			Revolver			03/09/2027			26			—
Everest Intermediate, Ltd			0.50%			Revolver			05/25/2028			200			(4)
Assembly Intermediate, LLC			1.00%			Delayed Draw Term Loan			10/19/2023			1,689			(35)
Assembly Intermediate, LLC			0.50%			Revolver			10/19/2027			711			(15)
Associations, Inc.			1.00%			Delayed Draw Term Loan			06/10/2024			1,200			(10)
Associations, Inc.			0.50%			Revolver			07/02/2027			797			(7)
Bearcat Buyer, Inc.			1.00%			Delayed Draw Term Loan			11/23/2022			513			(9)
Bullhorn, Inc.			0.50%			Delayed Draw Term Loan			02/11/2024			9			—
Bullhorn, Inc.			0.50%			Revolver			09/30/2026			8			—
CC SAG Holdings Corp. (Spectrum Automotive)			1.00%			Delayed Draw Term Loan			06/29/2023			1,404			(68)
CC SAG Holdings Corp. (Spectrum Automotive)			0.50%			Revolver			06/29/2027			378			(18)
CLEO Communications Holding, LLC			0.50%			Revolver			06/09/2027			5,358			(153)
Citrin Cooperman Advisors, LLC			1.00%			Delayed Draw Term Loan			05/13/2024			10,000			(98)
Cordeagle US Finco, Inc.			0.50%			Revolver			07/30/2027			1,200			(9)
DCA Investment Holdings, LLC			1.00%			Delayed Draw Term Loan			03/02/2023			392			(4)
Donuts, Inc.			0.25%			Delayed Draw Term Loan			08/14/2023			1,583			(24)
Encore Holdings, LLC			0.75%			Delayed Draw Term Loan			01/23/2024			12,422			(273)
Encore Holdings, LLC			0.50%			Revolver			11/23/2027			2,695			(59)
Energy Labs Holdings Corp.			1.00%			Delayed Draw Term Loan			04/13/2023			47			—
Energy Labs Holdings Corp.			0.50%			Revolver			04/07/2028			51			(1)
FLS Holding, Inc.			1.00%			Delayed Draw Term Loan			06/17/2023			3,605			(72)
FLS Holding, Inc.			0.50%			Revolver			12/17/2027			1,442			(29)
FMG Suite Holdings, LLC			0.50%			Delayed Draw Term Loan			10/28/2022			2,250			(49)
FMG Suite Holdings, LLC			0.50%			Revolver			10/30/2026			1,125			(25)
Fortis Solutions Group, LLC			0.50%			Delayed Draw Term Loan			10/15/2023			1,099			(20)
Fortis Solutions Group, LLC			0.50%			Delayed Draw Term Loan			06/24/2024			1,000			(15)
Fortis Solutions Group, LLC			0.50%			Revolver			10/15/2027			1,079			(19)
Foundation Risk Partners, Corp.			0.38%			Revolver			10/29/2027			1,959			(29)
GS AcquisitionCo, Inc.			0.50%			Delayed Draw Term Loan			11/03/2022			2,566			(32)
GS AcquisitionCo, Inc.			0.50%			Revolver			05/22/2026			680			(8)
GSM Acquisition Corp. (GSM Outdoors)			0.50%			Revolver			11/16/2026			508			(3)
Galway Borrower, LLC			0.50%			Delayed Draw Term Loan			09/30/2023			1,590			(29)

20

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
Galway Borrower, LLC			0.50%			Revolver			09/30/2027			589			(11)
Gateway US Holdings, Inc.			1.00%			Delayed Draw Term Loan			04/15/2024			171			(2)
Gateway US Holdings, Inc.			0.50%			Revolver			09/22/2024			29			—
Govbrands Intermediate, Inc.			1.00%			Delayed Draw Term Loan			08/04/2023			1,794			(66)
Govbrands Intermediate, Inc.			0.50%			Revolver			08/04/2027			1,816			(67)
GraphPad Software, LLC			0.50%			Revolver			04/27/2027			750			(25)
Ground Penetrating Radar Systems, LLC			0.50%			Revolver			06/26/2025			422			(11)
Gurobi Optimization, LLC			0.50%			Revolver			12/19/2023			536			—
Heartland Home Services			0.75%			Delayed Draw Term Loan			08/10/2023			1,305			(53)
Heartland Veterinary Partners, LLC			0.50%			Delayed Draw Term Loan			01/17/2023			6,433			(118)
Heartland Veterinary Partners, LLC			0.50%			Revolver			12/10/2026			779			(14)
High Street Buyer, Inc.			0.50%			Revolver			04/16/2027			915			(5)
Jonathan Acquisition Company			0.50%			Revolver			12/22/2025			618			(9)
KPSKY Acquisition, Inc.			1.00%			Delayed Draw Term Loan			06/17/2024			1,902			(38)
KWOR Acquisition, Inc.			0.50%			Revolver			12/22/2027			105			(2)
Keystone Agency Investors			1.00%			Delayed Draw Term Loan			06/03/2024			825			(12)
LUV Car Wash Group, LLC			1.00%			Delayed Draw Term Loan			03/14/2024			336			(8)
LegitScript			—%			Delayed Draw Term Loan			06/24/2024			2,214			(44)
LegitScript			0.50%			Revolver			06/24/2028			651			(13)
Lightspeed Buyer, Inc.			1.00%			Delayed Draw Term Loan			02/28/2023			1,350			(33)
Lightspeed Solution, LLC			0.50%			Delayed Draw Term Loan			03/01/2024			1,220			(47)
MHE Intermediate Holdings, LLC			0.50%			Revolver			07/21/2027			1,071			(18)
MRI Software, LLC			0.50%			Delayed Draw Term Loan			08/16/2023			3,000			(15)
MSM Acquisitions, Inc.			1.00%			Delayed Draw Term Loan			01/30/2023			10,045			(232)
MSM Acquisitions, Inc.			0.50%			Revolver			12/09/2026			901			(21)
Mammoth Holdings, LLC			0.50%			Revolver			10/16/2023			408			(4)
Netwrix Corporation And Concept Searching, Inc.			0.50%			Delayed Draw Term Loan			06/09/2024			394			(1)
Netwrix Corporation And Concept Searching, Inc.			0.25%			Revolver			06/01/2029			57			(1)
Oak Purchaser, Inc.			0.50%			Delayed Draw Term Loan			04/28/2024			620			(6)
Oak Purchaser, Inc.			0.50%			Revolver			04/30/2029			124			(1)
Oakbridge Insurance Agency, LLC			1.00%			Delayed Draw Term Loan			03/31/2024			1,319			(50)
Oakbridge Insurance Agency, LLC			0.50%			Revolver			12/31/2026			44			(2)
Omni Intermediate Holdings, LLC			1.00%			Delayed Draw Term Loan			02/01/2023			1,018			(19)
Omni Intermediate Holdings, LLC			0.50%			Revolver			12/30/2025			1,318			(26)
PCX Holding Corp.			1.00%			Delayed Draw Term Loan			04/07/2024			3,967			(99)
PCX Holding Corp.			0.50%			Revolver			04/22/2027			687			(17)
Peter C. Foy & Associates Insurance Services, LLC			1.00%			Delayed Draw Term Loan			12/14/2023			714			(11)

21

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
Peter C. Foy & Associates Insurance Services, LLC			0.50%			Revolver			11/01/2027			347			(5)
Pound Bidco, Inc.			0.50%			Revolver			01/30/2026			388			—
Pritchard Industries, LLC			1.00%			Delayed Draw Term Loan			10/13/2023			1,735			(82)
Procure Acquireco, Inc. (Procure Analytics)			0.50%			Delayed Draw Term Loan			02/20/2023			3,175			(106)
Procure Acquireco, Inc. (Procure Analytics)			0.50%			Revolver			12/01/2026			952			(32)
Promptcare Infusion Buyer, Inc.			1.00%			Delayed Draw Term Loan			09/01/2023			1,284			(47)
QW Holding Corporation			1.00%			Delayed Draw Term Loan			05/02/2024			454			(5)
QW Holding Corporation			0.50%			Revolver			08/31/2024			833			(12)
RSC Acquisition, Inc.			0.50%			Delayed Draw Term Loan			01/02/2023			2,924			(29)
Redwood Services Group, LLC			—%			Delayed Draw Term Loan			12/22/2023			432			(4)
Revalize, Inc.			0.50%			Delayed Draw Term Loan			06/13/2023			695			(27)
Revalize, Inc.			0.50%			Revolver			04/15/2027			27			(1)
Securonix, Inc.			0.50%			Revolver			04/05/2028			1,621			(27)
Sherlock Buyer Corp.			0.50%			Delayed Draw Term Loan			02/08/2023			5,392			(116)
Sherlock Buyer Corp.			0.50%			Revolver			12/08/2027			2,157			(46)
Skykick, Inc.			1.00%			Delayed Draw Term Loan			03/01/2023			1,125			(10)
Smarsh, Inc.			1.00%			Delayed Draw Term Loan			02/18/2024			1,072			(28)
Smarsh, Inc.			0.50%			Revolver			02/16/2029			268			(7)
Sonny's Enterprises, LLC			1.00%			Delayed Draw Term Loan			11/01/2022			9,750			(378)
Stepping Stones Healthcare Services,			1.00%			Delayed Draw Term Loan			01/14/2024			1,250			(52)
Stepping Stones Healthcare Services,			0.50%			Revolver			12/30/2026			625			(26)
Summit Buyer, LLC			1.00%			Delayed Draw Term Loan			06/23/2023			4,855			(167)
Summit Buyer, LLC			0.50%			Revolver			01/14/2026			1,037			(36)
Suveto Buyer, LLC			1.00%			Delayed Draw Term Loan			09/09/2023			2,178			(54)
Suveto Buyer, LLC			0.50%			Revolver			09/09/2027			403			(10)
Sweep Purchaser, LLC			1.00%			Delayed Draw Term Loan			05/05/2024			358			(4)
Sweep Purchaser, LLC			0.50%			Revolver			11/30/2026			311			(5)
Syntax Systems Ltd			1.00%			Delayed Draw Term Loan			10/29/2023			4,010			(221)
Syntax Systems Ltd			0.50%			Revolver			10/29/2026			710			(39)
Tamarack Intermediate, LLC			0.50%			Revolver			3/13/02028			900			(42)
Thrive Buyer, Inc. (Thrive Networks)			1.00%			Delayed Draw Term Loan			02/30/2023			407			(1)
Thrive Buyer, Inc. (Thrive Networks)			0.50%			Revolver			01/22/2027			589			(1)
Triple Lift, Inc.			0.50%			Revolver			05/08/2028			1,057			(48)
Trunk Acquisition, Inc.			0.50%			Revolver			02/19/2026			429			(17)
Two Six Labs, LLC			0.50%			Delayed Draw Term Loan			08/20/2023			915			(22)
Two Six Labs, LLC			0.50%			Revolver			08/20/2027			915			(22)
Upstack Holdco, Inc.			1.00%			Delayed Draw Term Loan			08/26/2023			450			(3)

22

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments

June 30, 2022 (Unaudited)

(In thousands)

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
Upstack Holdco, Inc.			0.50%			Revolver			08/20/2027			375			(3)
V Global Holdings, LLC			0.50%			Revolver			12/22/2025			179			(4)
VRC Companies, LLC			0.75%			Delayed Draw Term Loan			12/28/2022			1,705			(71)
VRC Companies, LLC			0.50%			Revolver			06/29/2027			531			(22)
Valcourt Holdings II, LLC			1.00%			Delayed Draw Term Loan			01/07/2023			637			(3)
Vardiman Black Holdings, LLC			1.25%			Delayed Draw Term Loan			03/18/2027			1,732			(87)
Vessco Midco Holdings, LLC			0.50%			Revolver			10/18/2026			696			(7)
World Insurance Associates, LLC			0.50%			Revolver			04/01/2026			582			(12)
Zarya Intermediate, LLC			0.50%			Revolver			07/01/2027			2,000			(26)
Total First Lien Debt Unfunded Commitments												$	198,458		$	(4,657)
Second Lien Debt
Heartland Veterinary Partners, LLC			0.50%			Delayed Draw Term Loan			01/17/2023			51			(3)
Infinite Bidco, LLC			1.00%			Delayed Draw Term Loan			03/14/2023			1,500			—
Total Second Lien Debt Unfunded Commitments												$	1,551		$	(3)
Total Unfunded Commitments												$	200,009		$	(4,660)

The accompanying notes are an integral part of these unaudited consolidated financial statements

23

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
First Lien Debt
Aerospace and Defense
Jonathan Acquisition Company						(4) (5) (6)						L + 5.00%						6.00%						12/22/2026						12,233						$	11,972					$	11,930					2.78			%
Jonathan Acquisition Company						(4) (6) (12)						L + 5.00%						6.00%						12/22/2025						618						580						570						0.13
PCX Holding Corp.						(4) (5) (6)						L + 6.25%						7.25%						04/22/2027						7,893						7,821						7,893						1.84
PCX Holding Corp.						(4) (5) (6) (12)						L + 6.25%						7.25%						04/22/2027						3,165						3,132						3,165						0.74
PCX Holding Corp.						(4) (6) (12)						L + 6.25%						7.25%						04/22/2027						—						(7)						—						—
Two Six Labs, LLC						(4) (5) (7)						L + 5.50%						6.25%						08/20/2027						4,744						4,654						4,697						1.09
Two Six Labs, LLC						(4) (7) (12)						L + 5.50%						6.25%						08/20/2027						—						(17)						(18)						—
Two Six Labs, LLC						(4) (7) (12)						L + 5.50%						6.25%						08/20/2027						—						(17)						(9)						—
																																				28,118						28,228						6.57
Air Freight & Logistics
Omni Intermediate Holdings, LLC						(4) (5) (6)						L + 5.00%						6.00%						12/30/2026						13,150						13,020						13,020						3.03
Omni Intermediate Holdings, LLC						(4) (6) (12)						L + 5.00%						6.00%						12/30/2026						1,479						1,456						1,456						0.34
Omni Intermediate Holdings, LLC						(4) (6) (12)						L + 5.00%						6.00%						12/30/2025						330						317						317						0.07
																																				14,793						14,793						3.44
Auto Components
CC SAG Holdings Corp. (Spectrum Automotive)						(4) (5) (7)						L + 5.75%						6.50%						06/29/2028						10,239						10,094						10,120						2.35
CC SAG Holdings Corp. (Spectrum Automotive)						(4) (7) (12)						L + 5.75%						6.50%						06/29/2028						929						902						896						0.21
CC SAG Holdings Corp. (Spectrum Automotive)						(4) (7) (12)						L + 5.75%						6.50%						06/29/2027						—						(5)						(4)						—
Sonny’s Enterprises, Inc.						(4) (5) (6)						L + 5.50%						6.50%						08/05/2026						3,250						3,187						3,187						0.74
Sonny’s Enterprises, Inc.						(4) (5) (6)						L + 6.75%						7.75%						08/05/2026						1,805						1,774						1,774						0.41
Sonny’s Enterprises, Inc.						(4) (5) (6) (12)						L + 6.75%						7.75%						08/05/2026						4,816						4,734						4,734						1.10
Sonny’s Enterprises, Inc.						(4) (6) (12)						L + 5.50%						6.50%						08/05/2026						—						(188)						(188)						(0.04)
																																				20,498						20,519						4.77
Automobiles
ARI Network Services, Inc.						(4) (5) (6)						L + 6.50%						7.50%						02/28/2025						8,978						8,818						8,907						2.07
ARI Network Services, Inc.						(4) (5) (6) (12)						L + 6.50%						7.50%						02/28/2025						1,572						1,544						1,560						0.36
ARI Network Services, Inc.						(4) (6) (12)						L + 6.50%						7.50%						02/28/2025						571						549						561						0.13
Summit Buyer, LLC						(4) (5) (6)						L + 5.00%						6.00%						01/14/2026						9,576						9,396						9,500						2.21
Summit Buyer, LLC						(4) (6) (12)						L + 5.00%						6.00%						01/14/2026						8,094						7,893						7,984						1.86
Summit Buyer, LLC						(4) (6) (12)						L + 5.00%						6.00%						01/14/2026						—						(18)						(8)						—
Turbo Buyer, Inc.						(4) (5) (6)						L + 6.00%						7.00%						12/02/2025						16,425						16,132						16,104						3.75
Turbo Buyer, Inc.						(4) (6) (12)						L + 6.00%						7.00%						12/02/2025						810						787						781						0.18
Vehlo Purchaser, LLC						(4) (5) (7)						L + 5.00%						5.75%						08/27/2027						11,638						11,416						11,454						2.67
Vehlo Purchaser, LLC						(4) (7) (12)						L + 5.00%						5.75%						08/27/2027						3,375						3,263						3,243						0.75

24

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Vehlo Purchaser, LLC						(4) (7) (12)						L + 5.00%						5.75%						08/27/2027						500						$	453					$	461					0.11			%
																																				60,233						60,547						14.09
Biotechnology
GraphPad Software, LLC						(4) (5) (6)						L + 5.50%						6.50%						04/27/2027						6,476						6,417						6,416						1.49
GraphPad Software, LLC						(4) (6) (12)						L + 6.00%						7.00%						04/27/2027						—						(7)						(7)						—
																																				6,410						6,409						1.49
Commercial Services & Supplies
365 Retail Markets, LLC						(4) (5) (6)						L + 4.75%						5.75%						12/23/2026						7,462						7,339						7,369						1.71
365 Retail Markets, LLC						(4) (6) (12)						L + 4.75%						5.75%						12/23/2026						—						(15)						(15)						—
365 Retail Markets, LLC						(4) (6) (12)						L + 4.75%						5.75%						12/23/2026						343						323						328						0.08
Capstone Acquisition Holdings, Inc.						(4) (5) (6)						L + 4.75%						5.75%						11/12/2027						6,920						6,866						6,920						1.61
Capstone Acquisition Holdings, Inc.						(4) (6) (12)						L + 4.75%						5.75%						11/12/2027						387						381						387						0.09
Encore Holdings, LLC						(4) (5) (7)						L + 4.50%						5.25%						11/23/2028						9,341						9,180						9,180						2.14
Encore Holdings, LLC						(4) (7) (12)						L + 4.50%						5.25%						11/23/2028						2,560						2,383						2,383						0.55
Encore Holdings, LLC						(4) (7) (12)						L + 4.50%						5.25%						11/23/2027						—						(46)						(46)						(0.01)
FLS Holding, Inc.						(4) (5) (6) (9)						L + 5.25%						6.25%						12/17/2028						23,000						22,542						22,542						5.25
FLS Holding, Inc.						(4) (6) (9) (12)						L + 5.25%						6.25%						12/17/2028						—						(50)						(50)						(0.01)
FLS Holding, Inc.						(4) (6) (9) (12)						L + 5.25%						6.25%						12/17/2027						—						(40)						(40)						(0.01)
KWOR Acquisition, Inc.						(4) (5) (7)						L + 5.25%						6.00%						12/22/2028						878						865						865						0.20
KWOR Acquisition, Inc.						(4) (12)						P + 4.25%						7.50%						12/22/2027						12						10						10						—
MHE Intermediate Holdings, LLC						(4) (5) (6)						L + 5.75%						6.75%						07/21/2027						12,291						12,060						12,168						2.83
MHE Intermediate Holdings, LLC						(4) (6) (12)						L + 5.75%						6.75%						07/21/2027						926						902						910						0.21
MHE Intermediate Holdings, LLC						(4) (6) (12)						L + 5.75%						6.75%						07/21/2027						—						(20)						(11)						—
PDFTron US Acquisition Corp.						(4) (5) (6) (9)						L + 5.50%						6.50%						07/15/2027						13,167						12,954						12,812						2.98
PDFTron US Acquisition Corp.						(4) (5) (6) (9) (12)						L + 5.50%						6.50%						07/15/2027						2,640						2,590						2,527						0.59
PDFTron US Acquisition Corp.						(4) (6) (9) (12)						L + 5.50%						6.50%						07/15/2026						—						(60)						(89)						(0.02)
Pritchard Industries, LLC						(4) (5) (7)						L + 5.50%						6.25%						10/13/2027						11,053						10,838						10,838						2.52
Pritchard Industries, LLC						(4) (7) (12)						L + 5.50%						6.25%						10/13/2027						—						(25)						(25)						(0.01)
Procure Acquireco, Inc. (Procure Analytics)						(4) (5) (7)						L + 5.50%						6.25%						12/20/2028						15,873						15,557						15,557						3.62
Procure Acquireco, Inc. (Procure Analytics)						(4) (7) (12)						L + 5.50%						6.25%						12/20/2028						—						(32)						(32)						(0.01)
Procure Acquireco, Inc. (Procure Analytics)						(4) (7) (12)						L + 5.50%						6.25%						12/20/2028						—						(19)						(19)						—
Sherlock Buyer Corp.						(4) (5) (7)						L + 5.75%						6.50%						12/08/2028						18,694						18,323						18,323						4.26
Sherlock Buyer Corp.						(4) (7) (12)						L + 5.75%						6.50%						12/08/2028						—						(53)						(53)						(0.01)
Sherlock Buyer Corp.						(4) (7) (12)						L + 5.75%						6.50%						12/08/2027						—						(43)						(43)						(0.01)
Sweep Purchaser, LLC						(4) (5) (6)						L + 5.75%						6.75%						11/30/2026						2,931						2,881						2,881						0.67
Sweep Purchaser, LLC						(4) (5) (6) (12)						L + 5.75%						6.75%						11/30/2026						1,676						1,648						1,648						0.38

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Table of Contents

SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Sweep Purchaser, LLC						(4) (12)						P + 4.75%						8.00%						11/30/2026						150						$	142					$	142					0.03			%
Valcourt Holdings II, LLC						(4) (5) (6)						L + 5.50%						6.50%						01/07/2027						12,766						12,544						12,766						2.97
Valcourt Holdings II, LLC						(4) (6) (12)						L + 5.50%						6.50%						01/07/2027						840						802						840						0.20
Vessco Midco Holdings, LLC						(4) (5) (6)						L + 4.50%						5.50%						11/02/2026						5,471						5,425						5,471						1.27
Vessco Midco Holdings, LLC						(4) (6) (12)						L + 4.50%						5.50%						11/02/2026						2,943						2,914						2,943						0.68
Vessco Midco Holdings, LLC						(4) (12)						P + 3.50%						6.75%						10/18/2026						40						33						40						0.01
VRC Companies, LLC						(4) (5) (7)						L + 5.50%						6.25%						06/29/2027						21,144						20,848						20,966						4.88
VRC Companies, LLC						(4) (5) (7) (12)						L + 5.50%						6.25%						06/29/2027						1,398						1,349						1,369						0.32
VRC Companies, LLC						(4) (7) (12)						L + 5.50%						6.25%						06/29/2027						—						(10)						(6)						—
																																				171,286						171,756						39.97
Construction & Engineering
KPSKY Acquisition, Inc.						(4) (5) (7)						L + 5.50%						6.25%						10/19/2028						14,810						14,521						14,521						3.38
KPSKY Acquisition, Inc.						(4) (12)						P + 4.50%						7.75%						10/19/2028						846						821						821						0.19
																																				15,342						15,342						3.57
Containers & Packaging
BP Purchaser, LLC						(4) (5) (7)						L + 5.50%						6.25%						12/10/2028						23,664						23,194						23,194						5.40
Fortis Solutions Group, LLC						(4) (5) (7)						L + 5.50%						6.25%						10/13/2028						8,327						8,165						8,165						1.90
Fortis Solutions Group, LLC						(4) (7) (12)						L + 5.50%						6.25%						10/13/2028						—						(33)						(33)						(0.01)
Fortis Solutions Group, LLC						(4) (7) (12)						L + 5.50%						6.25%						10/15/2027						—						(22)						(22)						(0.01)
																																				31,304						31,304						7.28
Distributors
PT Intermediate Holdings III, LLC						(4) (5) (7)						L + 5.50%						6.25%						11/01/2028						9,200						9,109						9,109						2.12
PT Intermediate Holdings III, LLC						(4) (7) (12)						L + 5.50%						6.25%						11/01/2028						6,095						6,035						6,035						1.40
																																				15,144						15,144						3.52
Diversified Consumer Services
Mammoth Holdings, LLC						(4) (5) (6)						L + 6.00%						7.00%						10/16/2023						3,478						3,454						3,478						0.81
Mammoth Holdings, LLC						(4) (5) (6) (12)						L + 6.00%						7.00%						10/16/2023						12,368						12,253						12,368						2.88
Mammoth Holdings, LLC						(4) (6) (12)						L + 6.00%						7.00%						10/16/2023						—						(3)						—						—
																																				15,704						15,846						3.69
Diversified Financial Services
SitusAMC Holdings Corporation						(4) (5) (7)						L + 5.75%						6.50%						12/22/2027						7,200						7,128						7,128						1.66
Food Products
Teasdale Foods, Inc. (Teasdale Latin Foods)						(4) (5) (6)						L + 6.25%; 1.00% PIK						8.25%						12/18/2025						3,716						3,655						3,343						0.78
Health Care Equipment & Supplies
Performance Health Holdings, Inc.						(4) (5) (6)						L + 6.00%						7.00%						07/12/2027						4,489						4,405						4,489						1.04

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SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Health Care Providers & Services
Bearcat Buyer, Inc.						(4) (5) (6)						L + 4.75%						5.75%						07/09/2026						6,843						$	6,700					$	6,843					1.59			%
Bearcat Buyer, Inc.						(4) (6) (12)						L + 4.75%						5.75%						07/09/2026						6,262						6,122						6,262						1.46
DCA Investment Holdings, LLC						(4) (5) (7)						L + 6.25%						7.00%						03/12/2027						4,790						4,726						4,790						1.11
DCA Investment Holdings, LLC						(4) (7) (12)						L + 6.25%						7.00%						03/12/2027						462						451						462						0.11
Heartland Veterinary Partners, LLC						(4) (5) (6)						L + 4.75%						5.75%						12/10/2026						3,914						3,876						3,876						0.90
Heartland Veterinary Partners, LLC						(4) (6) (12)						L + 4.75%						5.75%						12/10/2026						881						795						795						0.19
Heartland Veterinary Partners, LLC						(4) (6) (12)						L + 4.75%						5.75%						12/10/2026						—						(7)						(7)						—
Promptcare Infusion Buyer, Inc.						(4) (5) (6)						L + 6.00%						7.00%						09/01/2027						3,928						3,853						3,835						0.89
Promptcare Infusion Buyer, Inc.						(4) (6) (12)						L + 6.00%						7.00%						09/01/2027						359						339						319						0.07
Suveto Buyer, LLC						(4) (7) (12)						L + 4.25%						5.00%						09/09/2027						3,323						3,274						3,259						0.76
Suveto Buyer, LLC						(4) (12)						P + 3.25%						6.50%						09/09/2027						253						248						248						0.06
																																				30,377						30,682						7.14
Health Care Technology
Lightspeed Buyer, Inc.						(4) (5) (6)						L + 5.75%						6.75%						02/03/2026						4,266						4,168						4,077						0.95
Lightspeed Buyer, Inc.						(4) (5) (6) (12)						L + 5.75%						6.75%						02/03/2026						3,109						3,019						2,911						0.68
																																				7,187						6,988						1.63
Insurance
Foundation Risk Partners, Corp.						(4) (5) (7)						L + 5.75%						6.50%						10/29/2028						18,553						18,280						18,280						4.25
Foundation Risk Partners, Corp.						(4) (7) (12)						L + 5.75%						6.50%						10/29/2028						2,305						2,258						2,258						0.53
Foundation Risk Partners, Corp.						(4) (7) (12)						L + 5.75%						6.50%						10/29/2027						—						(29)						(29)						(0.01)
Galway Borrower, LLC						(4) (5) (7)						L + 5.25%						6.00%						09/29/2028						11,452						11,230						11,254						2.62
Galway Borrower, LLC						(4) (7) (12)						L + 5.25%						6.00%						09/29/2028						790						757						744						0.17
Galway Borrower, LLC						(4) (7) (12)						L + 5.25%						6.00%						09/30/2027						—						(17)						(15)						—
Higginbotham Insurance Agency, Inc.						(4) (5) (7)						L + 5.50%						6.25%						11/25/2026						4,853						4,791						4,804						1.12
Higginbotham Insurance Agency, Inc.						(4) (5) (7) (12)						L + 5.50%						6.25%						11/25/2026						1,370						1,352						1,356						0.32
High Street Buyer, Inc.						(4) (5) (7)						L + 6.00%						6.75%						04/14/2028						4,326						4,246						4,326						1.01
High Street Buyer, Inc.						(4) (5) (7) (12)						L + 6.00%						6.75%						04/14/2028						15,916						15,601						15,916						3.70
High Street Buyer, Inc.						(4) (7) (12)						L + 6.00%						6.75%						04/16/2027						—						(16)						—						—
Integrity Marketing Acquisition, LLC						(4) (5) (6) (12)						L + 5.75%						6.75%						08/27/2025						24,849						24,545						24,478						5.70
Integrity Marketing Acquisition, LLC						(4) (7) (12)						L + 5.50%						6.25%						08/27/2025						6,172						6,078						6,060						1.41
Keystone Agency Investors						(4) (5) (6)						L + 5.50%						6.50%						05/03/2027						2,003						1,974						1,974						0.46
Keystone Agency Investors						(4) (6) (12)						L + 5.50%						6.50%						05/03/2027						—						(38)						(38)						(0.01)
Peter C. Foy & Associates Insurance Services, LLC						(4) (5) (7)						L + 6.00%						6.75%						11/01/2028						7,488						7,415						7,415						1.73
Peter C. Foy & Associates Insurance Services, LLC						(4) (7) (12)						L + 6.00%						6.75%						11/01/2028						1,430						1,413						1,413						0.33
Peter C. Foy & Associates Insurance Services, LLC						(4) (7) (12)						L + 6.00%						6.75%						11/01/2027						—						(3)						(3)						—
RSC Acquisition, Inc.						(4) (5) (7)						L + 5.50%						6.25%						10/30/2026						1,281						1,269						1,269						0.30

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SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
RSC Acquisition, Inc.						(4) (7) (12)						L + 5.50%						6.25%						10/30/2026						3,844						$	3,753					$	3,753					0.87			%
World Insurance Associates, LLC						(4) (5) (6)						L + 5.75%						6.75%						04/01/2026						15,078						14,726						14,782						3.44
World Insurance Associates, LLC						(4) (5) (6) (12)						L + 5.75%						6.75%						04/01/2026						11,772						11,538						11,539						2.69
World Insurance Associates, LLC						(4) (6) (12)						L + 5.75%						6.75%						04/01/2026						73						56						54						0.01
																																				131,179						131,590						30.62
Interactive Media & Services
FMG Suite Holdings, LLC						(4) (5) (6)						L + 5.50%						6.50%						10/30/2026						9,537						9,366						9,502						2.21
FMG Suite Holdings, LLC						(4) (5) (6) (12)						L + 5.50%						6.50%						10/30/2026						—						(39)						(8)						—
FMG Suite Holdings, LLC						(4) (5) (6) (12)						L + 5.50%						6.50%						10/30/2026						—						(20)						(4)						—
MSM Acquisitions, Inc.						(4) (5) (6)						L + 6.00%						7.00%						12/09/2026						11,434						11,268						11,320						2.63
MSM Acquisitions, Inc.						(4) (6) (12)						L + 6.00%						7.00%						12/09/2026						3,261						3,151						3,114						0.72
MSM Acquisitions, Inc.						(4) (12)						P + 5.00%						8.25%						12/09/2026						122						100						109						0.03
Triple Lift, Inc.						(4) (5) (7)						L + 5.75%						6.50%						05/08/2028						11,940						11,719						11,830						2.75
Triple Lift, Inc.						(4) (7) (12)						L + 5.75%						6.50%						05/08/2028						—						(31)						(16)						—
																																				35,514						35,847						8.34
IT Services
Atlas Purchaser, Inc.						(5) (7)						L + 5.25%						6.00%						05/08/2028						7,463						7,324						7,313						1.70
Donuts, Inc.						(4) (5) (6)						L + 6.00%						7.00%						12/29/2026						6,188						6,079						6,188						1.44
Govbrands Intermediate, Inc.						(4) (5) (7)						L + 5.50%						6.25%						08/04/2027						17,212						16,806						16,806						3.91
Govbrands Intermediate, Inc.						(4) (7) (12)						L + 5.50%						6.25%						08/04/2027						3,882						3,769						3,769						0.88
Govbrands Intermediate, Inc.						(4) (7) (12)						L + 5.50%						6.25%						08/04/2027						—						(42)						(42)						(0.01)
Syntax Systems Ltd						(4) (5) (7) (9)						L + 5.50%						6.25%						10/29/2028						15,348						15,197						15,197						3.54
Syntax Systems Ltd						(4) (7) (9) (12)						L + 5.50%						6.25%						10/29/2028						—						(39)						(39)						(0.01)
Syntax Systems Ltd						(4) (7) (9) (12)						L + 5.50%						6.25%						10/29/2026						701						686						686						0.16
Thrive Buyer, Inc. (Thrive Networks)						(4) (5) (6)						L + 6.00%						7.00%						01/22/2027						7,318						7,188						7,188						1.67
Thrive Buyer, Inc. (Thrive Networks)						(4) (5) (6) (12)						L + 6.00%						7.00%						01/22/2027						3,078						2,976						2,976						0.69
Thrive Buyer, Inc. (Thrive Networks)						(4) (6) (12)						L + 6.00%						7.00%						01/22/2027						—						(12)						(12)						—
Upstack Holdco, Inc.						(4) (5) (6)						L + 6.00%						7.00%						08/20/2027						4,219						4,118						4,129						0.96
Upstack Holdco, Inc.						(4) (6) (12)						L + 6.00%						7.00%						08/20/2027						1,425						1,401						1,385						0.32
Upstack Holdco, Inc.						(4) (6) (12)						L + 6.00%						7.00%						08/20/2027						—						(10)						(8)						—
																																				65,441						65,536						15.25
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)						(4) (5) (6)						L + 5.00%						6.00%						11/16/2026						19,884						19,681						19,884						4.63
GSM Acquisition Corp. (GSM Outdoors)						(4) (5) (6) (12)						L + 5.00%						6.00%						11/16/2026						1,697						1,677						1,697						0.39
GSM Acquisition Corp. (GSM Outdoors)						(4) (6) (12)						L + 5.00%						6.00%						11/16/2026						1,017						998						1,017						0.24
																																				22,356						22,598						5.26

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SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Machinery
Answer Target Holdco, LLC						(4) (5) (6)						L + 6.00%						7.00%						12/30/2026						13,000						$	12,740					$	12,740					2.96			%
Answer Target Holdco, LLC						(4) (6) (12)						L + 6.00%						7.00%						12/30/2026						—						(20)						(20)						—
																																				12,720						12,720						2.96
Multi-Utilities
AWP Group Holdings, Inc.						(4) (5) (6)						L + 4.75%						5.75%						12/22/2027						10,804						10,659						10,804						2.51
AWP Group Holdings, Inc.						(4) (5) (6) (12)						L + 4.75%						5.75%						12/22/2027						1,575						1,542						1,575						0.37
AWP Group Holdings, Inc.						(4) (6) (12)						L + 4.75%						5.75%						12/22/2026						521						498						521						0.12
Ground Penetrating Radar Systems, LLC						(4) (5) (6)						L + 4.75%						5.75%						06/26/2026						3,759						3,694						3,759						0.87
Ground Penetrating Radar Systems, LLC						(4) (6) (12)						L + 4.75%						5.75%						06/26/2025						323						312						323						0.08
																																				16,705						16,982						3.95
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)						(4) (5) (6)						L + 6.25%						7.25%						03/10/2027						8,060						7,898						8,060						1.88
Abacus Data Holdings, Inc. (AbacusNext)						(4) (6) (12)						L + 6.25%						7.25%						03/10/2027						—						(14)						—						—
Abacus Data Holdings, Inc. (AbacusNext)						(4) (6) (12)						L + 6.25%						7.25%						03/10/2027						90						78						90						0.02
Citrin Cooperman Advisors, LLC						(4) (5) (7)						L + 5.00%						5.75%						10/01/2027						8,647						8,480						8,480						1.97
Citrin Cooperman Advisors, LLC						(4) (7) (12)						L + 5.00%						5.75%						10/01/2027						—						(36)						(36)						(0.01)
Citrin Cooperman Advisors, LLC						(4) (7) (12)						L + 5.00%						5.75%						10/01/2027						—						(201)						(201)						(0.05)
IQN Holding Corp., dba Beeline						(4) (5) (6)						L + 5.50%						6.50%						08/20/2024						18,526						18,443						18,526						4.31
																																				34,648						34,919						8.13
Real Estate Management & Development
Associations, Inc.						(4) (5) (6)						L + 4.00%; 2.50% PIK						7.50%						07/02/2027						6,794						6,731						6,794						1.58
Associations, Inc.						(4) (5) (6) (12)						L + 4.00%; 2.50% PIK						7.50%						07/02/2027						1,167						1,156						1,167						0.27
Associations, Inc.						(4) (5) (6) (12)						L + 6.50%						7.50%						07/02/2027						4,794						4,750						4,794						1.12
Associations, Inc.						(4) (6) (12)						L + 6.50%						7.50%						07/02/2027						—						(7)						—						—
Zarya Intermediate, LLC						(4) (5) (6)						L + 6.50%						7.50%						07/01/2027						10,500						10,304						10,500						2.44
Zarya Intermediate, LLC						(4) (5) (6) (12)						L + 6.50%						7.50%						07/01/2027						8,250						8,093						8,250						1.92
Zarya Intermediate, LLC						(4) (6) (12)						L + 6.50%						7.50%						07/01/2027						—						(37)						—						—
																																				30,990						31,505						7.33
Software
Alert Media, Inc.						(4) (5) (6)						L + 5.00%						6.00%						04/12/2027						6,000						5,919						5,853						1.36
Alert Media, Inc.						(4) (6) (12)						L + 5.00%						6.00%						04/10/2026						—						(10)						(18)						—
Appfire Technologies, LLC						(4) (6)						L + 5.50%						6.50%						03/09/2027						1,998						1,990						1,998						0.46
Appfire Technologies, LLC						(4) (6) (12)						L + 5.50%						6.50%						03/09/2027						—						(26)						—						—

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Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Assembly Intermediate, LLC						(4) (5) (6)						L + 7.00%						8.00%						10/19/2027						8,889						$	8,716					$	8,716					2.03			%
Assembly Intermediate, LLC						(4) (6) (12)						L + 7.00%						8.00%						10/19/2027						533						507						507						0.12
Assembly Intermediate, LLC						(4) (6) (12)						L + 7.00%						8.00%						10/19/2027						—						(17)						(17)						—
CLEO Communications Holding, LLC						(4) (5) (6)						L + 6.75%						7.75%						06/09/2027						17,142						16,983						16,871						3.93
CLEO Communications Holding, LLC						(4) (6) (12)						L + 6.75%						7.75%						06/09/2027						—						(49)						(85)						(0.02)
Cordeagle US Finco, Inc.						(4) (5) (6) (9)						L + 6.75%						7.75%						07/30/2027						7,800						7,653						7,800						1.82
Cordeagle US Finco, Inc.						(4) (6) (9) (12)						L + 6.75%						7.75%						07/30/2027						—						(22)						—						—
GS AcquisitionCo, Inc.						(4) (5) (6)						L + 5.75%						6.75%						05/22/2026						25,933						25,720						25,804						6.00
GS AcquisitionCo, Inc.						(4) (6) (12)						L + 5.75%						6.75%						05/22/2026						—						(11)						(23)						(0.01)
GS AcquisitionCo, Inc.						(4) (6) (12)						L + 5.75%						6.75%						05/22/2026						431						421						426						0.10
Gurobi Optimization, LLC						(4) (5) (6)						L + 5.00%						6.00%						12/19/2023						4,408						4,380						4,408						1.03
Gurobi Optimization, LLC						(4) (6) (12)						L + 5.00%						6.00%						12/19/2023						—						(3)						—						—
Pound Bidco, Inc.						(4) (5) (6) (9)						L + 6.50%						7.50%						01/30/2026						3,004						2,951						2,951						0.69
Pound Bidco, Inc.						(4) (5) (6) (9) (12)						L + 6.50%						7.50%						01/30/2026						—						(6)						(6)						—
Revalize, Inc.						(4) (5) (6) (12)						L + 5.25%						6.25%						04/15/2027						8,719						8,652						8,625						2.01
Revalize, Inc.						(4) (6) (12)						L + 5.25%						6.25%						04/15/2027						—						(1)						(1)						—
Skykick, Inc.						(4) (5) (6)						L + 7.25%						8.25%						09/01/2027						2,700						2,635						2,635						0.61
Skykick, Inc.						(4) (6) (12)						L + 7.25%						8.25%						09/01/2027						—						(13)						(13)						—
Trunk Acquisition, Inc.						(4) (6)						L + 6.00%						7.00%						2/19/2027						4,571						4,526						4,526						1.05
Trunk Acquisition, Inc.						(4) (6) (12)						L + 6.00%						7.00%						2/19/2026						—						(4)						(4)						—
																																				90,891						90,953						21.17
Total First Lien Debt																																				$	872,028					$	875,168					203.66			%
Second Lien Debt
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC						(4) (8)						L + 7.00%						7.50%						03/02/2029						3,000						$	2,988					$	3,000					0.70			%
Infinite Bidco, LLC						(4) (8) (12)						L + 7.00%						7.50%						03/02/2029						—						(3)						—						—
																																				2,985						3,000						0.70
Health Care Providers & Services
Heartland Veterinary Partners, LLC						(4) (6)						L + 8.00%						9.00%						12/10/2027						360						353						353						0.08
Heartland Veterinary Partners, LLC						(4) (6) (12)						L + 8.00%						9.00%						12/10/2027						53						52						52						0.01
																																				405						405						0.09
Industrial Conglomerates
Aptean, Inc.						(4) (7)						L + 7.00%						7.75%						04/23/2027						1,050						1,050						1,050						0.24

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SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Interest Rate(2)						Maturity Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
IT Services
Idera, Inc.						(4) (7)						L + 6.75%						7.50%						03/02/2029						530						$	526					$	530					0.12			%
Red Dawn SEI Buyer, Inc.						(4) (6) (12)						L + 8.50%						9.50%						11/20/2026						1,000						978						1,000						0.23
																																				1,504						1,530						0.36
Software
Flexera Software, LLC						(4) (6)						L + 7.00%						8.00%						03/03/2029						1,500						1,472						1,500						0.35
Total Second Lien Debt																																				$	7,416					$	7,485					1.74			%
Other Securities
Unsecured Debt
Food Products
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)						(4)						16.25% PIK												06/18/2026						600						$	593					$	450					0.10			%
Total Unsecured Debt																																				$	593					$	450					0.10			%

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Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated(1)						Footnotes						Reference Rate and Spread						Acquisition Date						Par Amount/ Shares						Cost(3)						Fair Value						Percentage of Net Assets
Preferred Equity
Integrity Marketing Acquisition, LLC						(4) (11)						10.50%						12/22/2021						750,000						$	735					$	735					0.17			%
Revalize, Inc.						(4) (11)						11.00%						12/14/2021						1,500						1,470						1,470						0.34
Skykick, Inc.						(4) (11)												08/31/2021						23,665						225						229						0.05
Total Preferred Equity																														2,430						2,434						0.57
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)						(4) (11)												07/12/2021						5,196						519						479						0.11
BP Purchaser, LLC						(4) (11)												12/10/2021						1,233,333						1,234						1,234						0.29
CSC Thrive Holdings, LP (Thrive Networks)						(4) (11)												03/01/2021						53,339						137						177						0.04
Encore Holdings, LLC						(4) (11)												11/23/2021						478						55						55						0.01
GSM Equity Investors, LP (GSM Outdoors)						(4) (11)												11/16/2020						500						50						138						0.03
PCX Holding Corp.						(4) (11)												04/22/2021						1,154						115						170						0.04
Pritchard Industries, Inc.						(4) (11)												10/13/2021						300,000						300						300						0.07
Procure Acquiom Financial, LLC (Procure Analytics)						(4) (11)												12/20/2021						500,000						500						500						0.12
Shelby Co-invest, LP. (Spectrum Automotive)						(4) (11)												06/29/2021						1,500						150						175						0.04
Suveto Buyer, LLC						(4) (9) (11)												11/19/2021						3,000						300						300						0.07
Total Common Equity																														3,360						3,528						0.82
Total Other Securities																														$	6,383					$	6,412					1.49			%
Total Portfolio Investments																														$	885,827					$	889,065					206.89			%

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SL Investment Corp.

Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. As of December 31, 2021, the reference rates for our variable rate loans were the 30-day L at 0.10%, the 90-day L at 0.21%, the 180-day L at 0.34% and the P at 3.25%.
(3)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(5)			Assets or a portion thereof are pledged as collateral for the JPM Funding Facility. See Note 6 “Debt”.
(6)			Loan includes interest rate floor of 1.00%.
(7)			Loan includes interest rate floor of 0.75%.
(8)			Loan includes interest rate floor of 0.50%.
(9)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021 non-qualifying assets represented 6.80% of total assets as calculated in accordance with regulatory requirements.
(10)			Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company.
(11)			Securities exempt from registration under the Securities Act of 1933 and may be deemed to be “restricted securities”. As of December 31, 2021, the aggregate fair value of these securities is $5,962 or 1.4% of the Company’s net assets. The initial acquisition dates have been included for such securities.
(12)			Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2021:

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
First Lien Debt
365 Retail Markets, LLC			1.00%			Delayed Draw Term Loan			11/05/2023			$	2,382		$	(15)
365 Retail Markets, LLC			0.50%			Revolver			12/23/2026			857			(11)
Abacus Data Holdings, Inc. (AbacusNext)			1.00%			Delayed Draw Term Loan			09/08/2022			1,500			—
Abacus Data Holdings, Inc. (AbacusNext)			0.50%			Revolver			03/10/2027			510			—
Alert Media, Inc.			0.50%			Revolver			04/10/2026			750			(18)
Answer Target Holdco, LLC			0.50%			Revolver			12/30/2026			1,000			(20)
Appfire Technologies, LLC			0.50%			Delayed Draw Term Loan			01/05/2023			5,797			—
ARI Network Services, Inc.			0.50%			Revolver			02/28/2025			727			(6)
Assembly Intermediate, LLC			1.00%			Delayed Draw Term Loan			10/19/2023			1,689			(20)
Assembly Intermediate, LLC			0.50%			Revolver			10/19/2027			889			(17)
Associations, Inc.			0.50%			Revolver			07/02/2027			797			—
AWP Group Holdings, Inc.			1.00%			Delayed Draw Term Loan			12/22/2022			1,579			—
AWP Group Holdings, Inc.			0.50%			Revolver			12/22/2026			1,374			—
Bearcat Buyer, Inc.			1.00%			Delayed Draw Term Loan			11/23/2022			513			—

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Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
Capstone Acquisition Holdings, Inc.			1.00%			Delayed Draw Term Loan			05/13/2022			$	625		$	—
CC SAG Holdings Corp. (Spectrum Automotive)			1.00%			Delayed Draw Term Loan			06/29/2023			1,901			(22)
CC SAG Holdings Corp. (Spectrum Automotive)			0.50%			Revolver			06/29/2027			378			(4)
Citrin Cooperman Advisors, LLC			1.00%			Delayed Draw Term Loan			10/01/2023			3,706			(36)
Citrin Cooperman Advisors, LLC			0.50%			Revolver			10/01/2027			10,500			(201)
CLEO Communications Holding, LLC			0.50%			Revolver			06/09/2027			5,358			(85)
Cordeagle US Finco, Inc.			0.50%			Revolver			07/30/2027			1,200			—
DCA Investment Holdings, LLC			1.00%			Delayed Draw Term Loan			03/12/2023			724			—
Encore Holdings, LLC			0.75%			Delayed Draw Term Loan			11/23/2024			15,404			(152)
Encore Holdings, LLC			0.50%			Revolver			11/23/2027			2,695			(46)
FLS Holding, Inc.			1.00%			Delayed Draw Term Loan			06/17/2023			5,000			(50)
FLS Holding, Inc.			0.50%			Revolver			12/17/2027			2,000			(39)
FMG Suite Holdings, LLC			0.50%			Delayed Draw Term Loan			10/28/2022			2,250			(8)
FMG Suite Holdings, LLC			0.50%			Revolver			10/30/2026			1,125			(4)
Fortis Solutions Group, LLC			0.50%			Delayed Draw Term Loan			10/15/2023			3,373			(33)
Fortis Solutions Group, LLC			0.50%			Revolver			10/15/2027			1,157			(22)
Foundation Risk Partners, Corp.			1.00%			Delayed Draw Term Loan			10/29/2023			1,729			(20)
Foundation Risk Partners, Corp.			0.50%			Revolver			10/29/2027			1,959			(29)
Galway Borrower, LLC			0.50%			Delayed Draw Term Loan			09/30/2023			1,848			(32)
Galway Borrower, LLC			0.50%			Revolver			09/30/2027			880			(15)
Govbrands Intermediate, Inc.			1.00%			Delayed Draw Term Loan			08/04/2023			1,794			(36)
Govbrands Intermediate, Inc.			0.50%			Revolver			08/04/2027			1,816			(42)
GraphPad Software, LLC			0.50%			Revolver			04/27/2027			750			(7)
Ground Penetrating Radar Systems, LLC			0.50%			Revolver			06/26/2025			380			—
GS AcquisitionCo, Inc.			0.50%			Delayed Draw Term Loan			11/03/2022			4,643			(23)
GS AcquisitionCo, Inc.			0.50%			Revolver			05/22/2026			476			(2)
GSM Acquisition Corp. (GSM Outdoors)			0.50%			Revolver			11/16/2026			617			—
Gurobi Optimization, LLC			0.50%			Revolver			12/19/2023			536			—
Heartland Veterinary Partners, LLC			0.75%			Delayed Draw Term Loan			11/17/2023			7,926			(77)
Heartland Veterinary Partners, LLC			0.50%			Revolver			12/10/2026			779			(8)
High Street Buyer, Inc.			1.00%			Delayed Draw Term Loan			08/11/2023			1,451			—
High Street Buyer, Inc.			0.50%			Revolver			04/16/2027			915			—
Integrity Marketing Acquisition, LLC			1.00%			Delayed Draw Term Loan			12/03/2023			1,310			(20)
Jonathan Acquisition Company			0.50%			Revolver			12/22/2025			1,304			(32)
Keystone Agency Investors			1.00%			Delayed Draw Term Loan			12/21/2023			2,578			(38)
KPSKY Acquisition, Inc.			—%			Delayed Draw Term Loan			10/19/2023			848			(12)
KWOR Acquisition, Inc.			0.50%			Revolver			12/22/2027			110			(2)

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Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
Lightspeed Buyer, Inc.			1.00%			Delayed Draw Term Loan			02/28/2023			$	1,350		$	(60)
Mammoth Holdings, LLC			0.50%			Delayed Draw Term Loan			12/15/2022			3,186			—
Mammoth Holdings, LLC			0.50%			Revolver			10/16/2023			408			—
MHE Intermediate Holdings, LLC			1.00%			Delayed Draw Term Loan			07/21/2023			679			(7)
MHE Intermediate Holdings, LLC			0.50%			Revolver			07/21/2027			1,071			(11)
MSM Acquisitions, Inc.			1.00%			Delayed Draw Term Loan			01/30/2023			11,364			(114)
MSM Acquisitions, Inc.			0.50%			Revolver			12/09/2026			1,194			(12)
Omni Intermediate Holdings, LLC			1.00%			Delayed Draw Term Loan			12/01/2023			1,565			(8)
Omni Intermediate Holdings, LLC			0.50%			Revolver			12/30/2025			989			(10)
PCX Holding Corp.			1.00%			Delayed Draw Term Loan			04/22/2023			793			—
PCX Holding Corp.			0.50%			Revolver			04/22/2027			793			—
PDFTron US Acquisition Corp.			1.00%			Delayed Draw Term Loan			01/15/2023			1,560			(42)
PDFTron US Acquisition Corp.			0.50%			Revolver			07/15/2026			3,300			(89)
Peter C. Foy & Associates Insurance Services, LLC			1.00%			Delayed Draw Term Loan			05/02/2023			650			(5)
Peter C. Foy & Associates Insurance Services, LLC			0.50%			Revolver			11/01/2027			347			(3)
Pound Bidco, Inc.			0.50%			Revolver			01/30/2026			388			(6)
Pritchard Industries, LLC			1.00%			Delayed Draw Term Loan			10/13/2023			2,632			(25)
Procure Acquireco, Inc. (Procure Analytics)			0.50%			Delayed Draw Term Loan			12/20/2023			3,175			(32)
Procure Acquireco, Inc. (Procure Analytics)			0.50%			Revolver			12/20/2028			952			(19)
Promptcare Infusion Buyer, Inc.			1.00%			Delayed Draw Term Loan			09/01/2023			1,307			(31)
PT Intermediate Holdings III, LLC			—%			Delayed Draw Term Loan			05/11/2022			8,510			—
Revalize, Inc.			0.50%			Delayed Draw Term Loan			06/13/2023			710			(7)
Revalize, Inc.			0.50%			Revolver			04/15/2027			71			(1)
RSC Acquisition, Inc.			0.50%			Delayed Draw Term Loan			11/12/2023			5,509			(54)
Sherlock Buyer Corp.			0.50%			Delayed Draw Term Loan			12/08/2023			5,392			(53)
Sherlock Buyer Corp.			0.50%			Revolver			12/08/2027			2,157			(43)
Skykick, Inc.			1.00%			Delayed Draw Term Loan			03/01/2023			1,125			(13)
Sonny’s Enterprises, Inc.			1.00%			Delayed Draw Term Loan			11/01/2022			9,750			(188)
Summit Buyer, LLC			1.00%			Delayed Draw Term Loan			06/23/2023			5,852			(46)
Summit Buyer, LLC			0.50%			Revolver			01/14/2026			1,037			(8)
Suveto Buyer, LLC			1.00%			Delayed Draw Term Loan			09/09/2023			3,618			(33)
Suveto Buyer, LLC			0.50%			Revolver			09/09/2027			303			(3)
Sweep Purchaser, LLC			0.50%			Revolver			11/30/2026			319			(5)
Syntax Systems Ltd			1.00%			Delayed Draw Term Loan			10/29/2023			4,010			(39)
Syntax Systems Ltd			0.50%			Revolver			10/29/2026			902			(9)
Thrive Buyer, Inc. (Thrive Networks)			1.00%			Delayed Draw Term Loan			12/30/2023			2,428			(46)
Thrive Buyer, Inc. (Thrive Networks)			0.50%			Revolver			01/22/2027			680			(12)

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Consolidated Schedule of Investments (Audited)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated			Unused Fee Rate			Commitment Type			Commitment Expiration Date			Unfunded Commitment			Fair Value
Triple Lift, Inc.			0.50%			Revolver			05/08/2028			$	1,714		$	(16)
Trunk Acquisition, Inc.			0.50%			Revolver			02/19/2026			428			(4)
Turbo Buyer, Inc.			1.00%			Delayed Draw Term Loan			11/15/2023			690			(14)
Two Six Labs, LLC			0.50%			Delayed Draw Term Loan			08/20/2023			1,829			(18)
Two Six Labs, LLC			0.50%			Revolver			08/20/2027			915			(9)
Upstack Holdco, Inc.			1.00%			Delayed Draw Term Loan			08/26/2023			450			(10)
Upstack Holdco, Inc.			0.50%			Revolver			08/20/2027			375			(8)
Valcourt Holdings II, LLC			1.00%			Delayed Draw Term Loan			01/07/2023			1,459			—
Vehlo Purchaser, LLC			1.00%			Delayed Draw Term Loan			08/27/2023			4,958			(78)
Vehlo Purchaser, LLC			0.50%			Revolver			08/27/2027			2,000			(32)
Vessco Midco Holdings, LLC			1.00%			Delayed Draw Term Loan			11/02/2022			617			—
Vessco Midco Holdings, LLC			0.50%			Revolver			10/18/2026			855			—
VRC Companies, LLC			0.75%			Delayed Draw Term Loan			12/28/2022			2,143			(18)
VRC Companies, LLC			0.50%			Revolver			06/29/2027			708			(6)
World Insurance Associates, LLC			0.50%			Revolver			04/01/2026			897			(18)
Zarya Intermediate, LLC			0.50%			Revolver			07/01/2027			850			—
Zarya Intermediate, LLC			0.50%			Revolver			07/01/2027			1,150			—
Total First Lien Debt Unfunded Commitments												$	224,523		$	(2,469)
Second Lien Debt
Heartland Veterinary Partners, LLC			0.50%			Delayed Draw Term Loan			11/17/2023			$	87		$	(1)
Infinite Bidco LLC			1.00%			Delayed Draw Term Loan			03/02/2022			1,500			—
Total Second Lien Debt Unfunded Commitments												$	1,587		$	(1)
Total Unfunded Commitments												$	226,110		$	(2,470)

The accompanying notes are an integral part of these unaudited consolidated financial statements

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SL Investment Corp.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

(In thousands, except shares and per share amounts)

Organization

SL Investment Corp. (the “Company”) is a non-diversified externally managed specialty finance company that is focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of or consolidated with Morgan Stanley.

The Company was formed as a Delaware corporation on August 24, 2020 and commenced investment operations in October 2020. The Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”).

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors.

On September 24, 2020, the Company filed an amended and restated certificate of incorporation in the State of Delaware to, among other things, authorize additional shares of its common stock, par value $0.001 per share (the “Common Stock”), and to authorize shares of preferred stock having a par value of $0.001 per share (the “Series A Preferred Stock”) such that the Company has authorized stock consisting of 100,000,000 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock.

On October 19, 2020, the Company sold 521 shares of its Series A Preferred Stock for $1,000 per share to a select group of individual investors who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

On February 1, 2021, the Company filed its Second Amended and Restated Certificate of Incorporation, which amended and restated the Amended and Restated Certificate of Incorporation to clarify that the Company may be subject to provisions of the Employee Retirement Income Security Act of 1971, as amended (“ERISA”), during all periods when its assets are treated as “plan assets” for purposes of ERISA.

The Company is conducting private offerings (the “Private Offerings”) of shares of Common Stock to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (“the “Securities Act”). At the closing of any Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company (each, a “Subscription Agreement”). Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors.

The Company has formed wholly-owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of June 30, 2022, the Company's wholly-owned subsidiaries were formed as Delaware limited liability companies and included: SLIC Financing SPV LLC (“SLIC SPV”), SLIC CA SPV LLC (“SLIC CA”) and SLIC Equity Holdings LLC (“SLIC Equity Holdings,” and collectively with SLIC SPV and SLIC CA, the “subsidiaries”). The Company consolidates its wholly-owned subsidiaries in these consolidated financing statements from the date of the respective subsidiary's formation.

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(2)Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). The carrying value for all assets and liabilities approximates their fair value.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2022.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash

Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Foreign Currency Translation

The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from foreign currency translation on the Consolidated Statement of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

Investments

Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Assets and Liabilities consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

The Company’s board of directors (the “Board of Directors”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by FASB. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement

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date from the perspective of a market participant. Refer to Note 5 for our framework for determining fair value, fair value hierarchies, and the composition of our portfolio.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

PIK Income

The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash.

Dividend income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Dividend income is presented net of withholding tax, if any.

Other Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Organization and Offering Costs

Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed in Note 3. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of Common Stock and Preferred Stock are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from the initial capital call and Preferred Stock Issuance Date, respectively, subject to the limitation described in Note 3 below. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Common Stock, and issuance of its Series A Preferred Stock.

Expenses

The Company is responsible for investment expenses, professional fees and other general and administrative expenses related to the Company’s operations. Such fees and expenses, including expenses incurred by the Adviser on behalf of the Company, will be reimbursed by the Company, subject to contractual thresholds.

The Company pays the Investment Adviser a base management fee under the Investment Advisory Agreement as described in Note 3 below. The fee is recorded on the Consolidated Statements of Operations.

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Deferred Financing Costs

The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving debt facilities as Deferred Financing Costs. These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.

Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.

In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.    

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.    

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.

For the three and six months ended June 30, 2022, the Company accrued $0 and $0 of U.S. federal excise taxes, respectively. For the three and six months ended June 30, 2021, the Company did not accrue any U.S. federal excise taxes.

New Accounting Standards

In March 2020, FASB issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference LIBOR or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced. This optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, and would therefore not trigger certain accounting impacts that would otherwise be required. The optional relief can be applied beginning January 1, 2020 and ending December 31, 2022. The Company adopted the accounting relief on January 1, 2022, and noted no material impact on the consolidated financial statements, as relevant contract relationship modifications are made during the course of the reference rate reform transition period.

(3)Related Party Transactions

Investment Advisory Agreement

On February 1, 2021, the Company entered into an amended and restated investment advisory agreement (the “Restated Advisory Agreement”) with the Investment Adviser, which amended and restated the Company’s initial investment advisory agreement, dated as of September 24, 2020 (the “Prior Advisory Agreement”). No material terms changed in the Restated Advisory Agreement as compared to the Prior Advisory Agreement, including the Base Management Fee (as defined below). The renewal of the Restated Advisory Agreement was most recently approved in August 2022.

The Company pays the Investment Adviser a fee for its services under the Prior Advisory Agreement and the Restated Advisory Agreement (the “Base Management Fee”). The cost of the Base Management Fee is ultimately borne by holders of the Common Stock. As a part of the Restated Advisory Agreement, the Company agreed to reimburse the Investment Adviser for certain expenses it incurs on the Company’s behalf. The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.

Base Management Fee

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The Base Management Fee is calculated at an annual rate of 0.25% of the Company’s average Capital Under Management, at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, Capital Under Management as of such quarter-end). “Capital Under Management” means cumulative capital called, less cumulative distributions categorized as returned capital. Capital Under Management does not include capital acquired through the use of leverage. The Base Management Fee is payable quarterly in arrears, and no management fee is charged on committed but undrawn capital commitments.

For the three and six months ended June 30, 2022, $278 and $543, respectively, of Base Management Fee was accrued to the Investment Adviser. For the three and six months ended June 30, 2021, $84 and $139, respectively, of Base Management Fee was accrued to the Investment Adviser. As of June 30, 2022 and December 31, 2021, $278 and $214, respectively, were payable to the Investment Adviser relating to Base Management Fees.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company. The Administrator and the Company initially entered into an administration agreement on September 24, 2020 (the “Prior Administration Agreement”). On February 1, 2021, the Company entered into the Restated Administration Agreement. No material terms changed in the Restated Administration Agreement as compared to the Prior Administration Agreement. The renewal of the Restated Administration Agreement was most recently approved in August 2022. The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley.

Pursuant to each of the Prior Administration Agreement and the Restated Administration Agreement, the Administrator provides services and receives reimbursements from the Company equal to an amount that reimburses the Administrator for certain expenses and the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under the applicable administration agreement. Reimbursement under the Prior Administration Agreement occurred and under the Restated Administration Agreement occurs quarterly in arrears.

For the three and six months ended June 30, 2022, the Company did not incur any expenses under the Restated Administration Agreement. For the three and six months ended June 30, 2021, the Company incurred $1 and $16, respectively, in expenses under the Prior Administration Agreement and the Restated Administration Agreement, which were recorded in administrative service expenses on the Company’s Consolidated Statements of Operations.

As of June 30, 2022 and December 31, 2021, $0 and $24, respectively, was unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities.

Expense Support and Waiver Agreement

On February 1, 2021, the Company entered into an expense support and waiver agreement (the “Expense Support and Waiver Agreement”) with the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses to be incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate Capital Commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% of the Company’s total Capital Commitments, the Investment Adviser or its affiliate will bear the excess costs. The Company shall reimburse the Investment Adviser for payments of any excess costs borne by the Investment Adviser on the Company’s behalf within three years of October 9, 2020 (the “Initial Closing Date”).

For the three and six months ended June 30, 2022, the Company incurred $0 and $0, respectively, towards organization cost and amortization of offering cost. For the three and six months ended June 30, 2021, the Company incurred $52 and $181, respectively, towards organization cost and amortization of offering cost. These costs did not exceed the Investment Adviser reimbursement threshold, and as a result, no excess organization and offering costs were waived.

As of June 30, 2022 and December 31, 2021, organization and offering costs are included in payable to affiliates and accrued expenses and other liabilities on the Consolidated Statements of Assets and Liabilities.

Adviser Investment

On September 10, 2020, the Investment Adviser purchased all 1,000 of the Company’s then issued and outstanding shares of Common Stock at a price per share of $20.00 for an aggregate purchase price of $20 (the “Seed Capital”).

(4) Investments

The composition of the Company’s investment portfolio at cost and fair value was as follows:

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						June 30, 2022																		December 31, 2021
						Cost						Fair Value						% of Total Investments at Fair Value						Cost						Fair Value						% of Total Investments at Fair Value
First Lien Debt						$	964,572					$	952,570					98.3		%				$	872,028					$	875,168					98.5		%
Second Lien Debt						8,333						8,316						0.9						7,416						7,485						0.8
Other Securities						7,524						7,686						0.8						6,383						6,412						0.7
Total						$	980,429					$	968,572					100.0		%				$	885,827					$	889,065					100.0		%

The industry composition of investments at fair value was as follows:

						June 30, 2022						December 31, 2021
Aerospace and Defense						3.1			%			3.2			%
Air Freight and Logistics						1.6						1.7
Auto Components						2.7						2.3
Automobiles						4.7						6.8
Biotechnology						0.6						0.7
Chemicals						0.2						—
Commercial Services & Supplies						17.5						19.4
Construction and Engineering						1.6						1.7
Containers & Packaging						3.6						3.7
Distributors						3.3						1.7
Diversified Consumer Services						2.5						1.8
Diversified Financial Services						1.3						0.8
Electronic Equipment, Instruments & Components						0.4						0.3
Food Products						0.4						0.4
Health Care Equipment & Supplies						0.4						0.5
Health Care Providers & Services						4.4						3.5
Health Care Technology						0.7						0.8
Industrial Conglomerates						0.1						0.1
Insurance Services						14.8						15.0
Interactive Media & Services						3.8						4.0
IT Services						7.6						7.6
Leisure Products						2.3						2.6
Machinery						1.3						1.4
Multi-Utilities						2.7						1.9
Professional Services						2.2						4.0
Oil, Gas & Consumable Fuels(1)						—						—
Real Estate Management & Development						3.2						3.5
Software						13.0						10.6
Total						100.0			%			100.0			%

(1)			Amounts rounds to 0.0%

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The geographic composition of investments at cost and fair value were as follows:

						June 30, 2022																		December 31, 2021
						Cost						Fair Value						% of Total Investments at Fair Value						Cost						Fair Value						% of Total Investments at Fair Value
Australia						$	488					$	488					0.1		%				$	—					$	—					—		%
Canada						39,988						38,689						4.0						34,273						34,039						3.8
United Kingdom						7,643						7,730						0.8						7,631						7,800						0.9
United States						932,310						921,665						95.1						843,923						847,226						95.3
Total						$	980,429					$	968,572					100.0		%				$	885,827					$	889,065					100.0		%

(5) Fair Value Measurements

ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company will determine whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company will use the quote obtained.

Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a

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discounted cash flow analysis of the portfolio company. The Board of Directors undertakes a multi-step valuation process each quarter, as described below:

(1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;

(2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;

(3)the Board of Directors engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment will be reviewed by an independent valuation firm at least once on a rolling twelve month basis) including review of management’s preliminary valuation and conclusion of fair value;

(4)the Audit Committee reviews the assessments of the Investment Adviser and the independent third-party valuation firm and provide the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and

(5)    the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

The fair value is generally determined based on the assessment of the following factors, as relevant:

•     the nature and realizable value of any collateral;

•     call features, put features and other relevant terms of debt;

•     the portfolio company’s leverage and ability to make payments;

•     the portfolio company’s public or “private letter” credit ratings;

•     the portfolio company’s actual and expected earnings and discounted cash flow;

•     prevailing interest rates for like securities and expected volatility in future interest rates;

•     the markets in which the issuer does business and recent economic and/or market events; and

•     comparisons to publicly traded securities.

Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.

The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.

Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.

The following table presents the fair value hierarchy of the investments as of June 30, 2022 and December 31, 2021:

						June 30, 2022																								December 31, 2021
						Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
First Lien Debt						$	—					$	3,151					$	949,419					$	952,570					$	—					$	7,313					$	867,855					$	875,168
Second Lien Debt						—						—						8,316						8,316						—						—						7,485						7,485
Other Securities						—						—						7,686						7,686						—						—						6,412						6,412
Total						$	—					$	3,151					$	965,421					$	968,572					$	—					$	7,313					$	881,752					$	889,065

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended June 30, 2022:

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						First Lien Debt						Second Lien Debt						Other Securities						Total Investments
Fair value, beginning of period						$	924,015					$	7,473					$	6,430					$	937,918
Purchases of investments						89,541						908						1,071						91,520
Proceeds from principal repayments and sales of investments						(51,804)						—						—						(51,804)
Accretion of discount/amortization of premium						1,204						2						—						1,206
Payment-in-kind						83						—						70						153
Net change in unrealized appreciation (depreciation)						(13,771)						(67)						115						(13,723)
Net realized gains (losses)						151						—						—						151
Transfers into/(out) of Level 3						—						—						—						—
Fair value, end of period						$	949,419					$	8,316					$	7,686					$	965,421
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022						$	(13,314)					$	(67)					$	115					$	(13,266)

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the six months ended June 30, 2022:

						First Lien Debt						Second Lien Debt						Other Securities						Total Investments
Fair value, beginning of period						$	867,855					$	7,485					$	6,412					$	881,752
Purchases of investments						158,865						908						1,071						160,844
Proceeds from principal repayments and sales of investments						(65,065)						—						(8)						(65,073)
Accretion of discount/amortization of premium						1,915						8						—						1,923
Payment-in-kind						168						—						70						238
Net change in unrealized appreciation (depreciation)						(14,530)						(85)						133						(14,482)
Net realized gains (losses)						211						—						8						219
Transfers into/(out) of Level 3						—						—						—						—
Fair value, end of period						$	949,419					$	8,316					$	7,686					$	965,421
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022						$	(14,360)					$	(82)					$	133					$	(14,309)

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended June 30, 2021:

						First Lien Debt						Second Lien Debt						Other Securities						Total Investments
Fair value, beginning of period						$	183,950					$	5,429					$	1,481					$	190,860
Purchases of investments						185,172						4,743						265						190,180
Proceeds from principal repayments and sales of investments						(11,641)						—						—						(11,641)
Accretion of discount/amortization of premium						421						3						—						424
Payment-in-kind						—						—						22						22
Net change in unrealized appreciation (depreciation)						1,323						72						89						1,484
Net realized gains (losses)						—						—						—						—
Transfers into/(out) of Level 3						—						527						—						527
Fair value, end of period						$	359,225					$	10,774					$	1,857					$	371,856
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022						$	1,323					$	72					$	89					$	1,484

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The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the six months ended June 30, 2021:

						First Lien Debt						Second Lien Debt						Other Securities						Total Investments
Fair value, beginning of period						$	101,971					$	—					$	553					$	102,524
Purchases of investments						259,950						10,698						1,140						271,788
Proceeds from principal repayments and sales of investments						(12,162)						—						—						(12,162)
Accretion of discount/amortization of premium						606						3						—						609
Payment-in-kind						—						—						43						43
Net change in unrealized appreciation (depreciation)						3,162						73						121						3,356
Net realized gains (losses)						—						—						—						—
Transfers into/(out) of Level 3						5,698						—						—						5,698
Fair value, end of period						$	359,225					$	10,774					$	1,857					$	371,856
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2021						$	3,162					$	73					$	121					$	3,356

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

						June 30, 2022
						Fair Value						Valuation Technique						Unobservable Input						Range												Weighted Average
																								Low						High
Investments in first lien debt						$	949,419					Yield Analysis						Discount Rate						7.70		%				18.16		%				9.63		%
Investments in second lien debt						8,316						Yield Analysis						Discount Rate						10.00		%				13.10		%				11.11		%
Investments in other securities:
Unsecured debt						175						Market Approach						EBITDA Multiple						9.00x						9.00x						9.00x
Preferred equity						3,318						Income Approach						Discount Rate						11.68		%				13.24		%				12.14		%
Preferred equity						241						Market Approach						Revenue Multiple						11.80x						11.80x						11.80x
Common equity						3,952						Market Approach						EBITDA Multiple						8.10x						19.62x						14.42x
Total investments in other securities						7,686
Total investments						$	965,421

						December 31, 2021
						Fair Value						Valuation Technique						Unobservable Input						Range												Weighted Average
																								Low						High
Investments in first lien debt						$	867,855					Yield Analysis						Discount Rate						5.55		%				12.44		%				7.45		%
Investments in second lien debt						7,485						Yield Analysis						Discount Rate						7.12		%				9.90		%				7.73		%
Investments in other securities:
Unsecured debt						450						Yield Analysis						Discount Rate						25.33		%				25.33		%				25.33		%
												Market Approach						EBITDA Multiple						9.00x						9.00x						9.00x
Preferred equity						2,205						Yield Analysis						Discount Rate						11.70		%				12.10		%				11.97		%
Preferred equity						229						Market Approach						Revenue Multiple						11.80x						11.80x						11.80x
Common equity						3,528						Market Approach						EBITDA Multiple						8.10x						19.97x						14.43x
Total investments in other securities						6,412
Total investments						$	881,752

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

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The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value.

Financial instruments disclosed but not carried at fair value

The Company’s debt is presented at its carrying cost on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s credit facility is estimated using Level 3 inputs by discounting remaining payments using the appropriate discount rates, if available. The carrying value and fair value of the Company’s debt were as follows:

						June 30, 2022												December 31, 2021
						Carrying Value						Fair Value						Carrying Value						Fair Value
JPM Funding Facility						$	548,400					$	548,400					$	503,400					$	503,400
Total						$	548,400					$	548,400					$	503,400					$	503,400

(6)Debt

JPM Funding Facility

On June 3, 2021, SLIC SPV entered into an Amended and Restated Loan and Security Agreement, which was subsequently amended on August 18, 2021, November 24, 2021 and June 10, 2022, by and among SLIC SPV, as the borrower, the Company, as the parent and as the servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, and JP Morgan Chase Bank, NA (“JPM”), as the administrative agent and arranger, the lenders party thereto, and the issuing banks party thereto (as amended, the “JPM Funding Facility). Pursuant to the JPM Funding Facility, JPM has agreed to extend credit to SLIC SPV in an aggregate principal amount, as of June 30, 2022, of up to $1,000,000 at any one time outstanding, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on a combination of unfunded capital commitments and loan collateral.

The JPM Funding Facility is a revolving funding facility with a reinvestment period ending December 3, 2023 (or earlier upon the occurrence of certain events as specified therein) and a final maturity date of December 3, 2025. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the JPM Funding Facility are available in U.S. dollars and other permitted currencies. The interest charged on the JPM Funding Facility is based on SOFR, LIBOR (Dollar), SONIA, EURIBOR or CDOR, as applicable (or, if LIBOR (Dollar) is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.225% prior to the transition date, and 2.375% subsequent to the transition date, as set forth in the JPM Funding Facility.

The summary information of the JPM Funding Facility is as follows:

						For the Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Borrowing interest expense						$	4,512					$	1,082					$	7,754					$	1,623
Facility unused commitment fees						668						146						1,134						361
Amortization of deferred financing costs						360						173						762						345
Total						$	5,540					$	1,401					$	9,650					$	2,329
Weighted average interest rate (excluding unused fees and financing costs)						3.32		%				2.59		%				2.97		%				2.65		%
Weighted average outstanding balance						$	537,521					$	165,455					$	519,455					$	121,907

During the three and six months ended June 30, 2022, the Company borrowed $88,000 and $125,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, the Company borrowed $124,000 and $181,400, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2022, the Company repaid $62,000 and repaid $80,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, the Company repaid $27,000 and repaid $32,000, respectively, under the JPM Funding Facility.

The Company’s outstanding debt obligations were as follows:

						June 30, 2022																		December 31, 2021
						Aggregate Principal Committed						Outstanding Principal						Unused Portion						Aggregate Principal Committed						Outstanding Principal						Unused Portion
JPM Funding Facility						$	1,000,000					$	548,400					$	451,600					$	750,000					$	503,400					$	246,600
Total						$	1,000,000					$	548,400					$	451,600					$	750,000					$	503,400					$	246,600

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As of June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the JPM Funding Facility, as well as the leverage restrictions contained in the 1940 Act. As of June 30, 2022 and December 31, 2021, the Company had $451,600 and $246,600, respectively, of available capacity under JPM Funding Facility (subject to borrowing base restrictions).

(7)Commitments and Contingencies

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

As of June 30, 2022, the Company had $200,009 of unfunded commitments to fund delayed draw and revolving senior secured loans. As of December 31, 2021, the Company had $226,110 of unfunded commitments to fund delayed draw and revolving senior secured loans.

As of June 30, 2022 and December 31, 2021, the Company had $652,320 and $652,320 in total capital commitments from common stockholders, of which $187,800 and $227,800 were unfunded, respectively.

(8)Net Assets

The following table shows the components of net distributable earnings (accumulated losses) as shown on the Consolidated Statements of Assets and Liabilities:

						As of
						June 30, 2022						December 31, 2021
Net distributable earnings (accumulated losses), beginning of period						$	4,807					$	(129)
Net investment income (loss) after taxes						23,079						23,178
Accumulated realized gain (loss)						215						357
Net unrealized appreciation (depreciation)						(15,095)						3,133
Dividends declared						(24,743)						(21,840)
Tax reclassifications to equity of holders of Common Stock						—						108
Net distributable earnings (accumulated losses), end of period						$	(11,737)					$	4,807

The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2022 (dollar amounts in millions):

Common Share Issuance Date			Common Shares Issued						Amount
May 16, 2022			1,865,672						$	40.00
Total			1,865,672						$	40.00

The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2021 (dollar amounts in millions):

Common Share Issuance Date			Common Shares Issued						Amount
March 12, 2021			1,113,310						$	22.50
May 7, 2021			1,679,463						35.00
June 28, 2021			1,679,463						35.00
Total			4,472,236						$	92.50

The following table summarizes the Company’s distributions declared and payable for the six months ended June 30, 2022 to the holders of Common Stock:

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Date Declared						Record Date						Payment Date						Per Share Amount																		Total Amount
March 25, 2022						March 25, 2022						April 22, 2022						$	0.62																	$	12,551
June 24, 2022						June 24, 2022						July 25, 2022						0.55																		12,160
Total Distributions																		$	1.17																	$	24,711

The following table summarizes the Company’s distributions declared and payable for the six months ended June 30, 2021 to the holders of Common Stock:

Date Declared						Record Date						Payment Date						Per Share Amount																		Total Amount
March 09, 2021						March 09, 2021						April 15, 2021						$	0.20																	$	775
June 23, 2021						June 23, 2021						July 19, 2021						0.52																		3,467
Total Distributions																		$	0.72																	$	4,242

For the three and six months ended June 30, 2022, the Company accrued $16 and $32, respectively, of dividends to holders of the Series A Preferred Stock. For the three and six months ended June 30, 2021, the Company accrued $15 and $31 of dividends to holders of the Series A Preferred Stock.

(9)Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share:

						For the Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Numerator - net increase/(decrease) in net assets resulting from operations attributable to holders of Common Stock						$	(2,562)					$	5,472					$	8,167					$	8,606
Denominator - weighted average shares outstanding						21,248,667						6,058,001						20,749,146						5,095,183
Basic and diluted earnings per common share						$	(0.12)					$	0.90					$	0.39					$	1.69

(10)Consolidated Financial Highlights

The following are the financial highlights (dollar amounts in thousands, except per share amounts):

						For the Six Months Ended
						June 30, 2022						June 30, 2021
Per Share Data:(1)
Net asset value, beginning of period						$	21.20					$	19.84
Net investment income (loss)						1.11						1.04
Net unrealized and realized gain (loss)(2)						(0.67)						0.62
Net increase (decrease) in net assets resulting from operations						0.44						1.66
Dividends declared						(1.17)						(0.72)
Issuance of common stock						—						0.04
Total increase (decrease) in net assets						(0.73)						0.98
Net asset value per common share, end of period						$	20.47					$	20.82
Common shares outstanding, end of period						22,109,747						8,346,500
Total return based on net asset value(3)						2.08		%				8.57		%
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):
Net assets attributable to the holders of Common Stock, end of period						$	452,659					$	173,739
Weighted average common shares outstanding						20,749,146						5,095,183
Ratio of total expenses to average net assets(4)						5.09		%				5.94		%
Ratio of net investment income to average net assets(4)						10.43		%				9.64		%
Asset coverage ratio						182.46		%				183.76		%
Portfolio turnover rate						7.35		%				5.63		%

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(1)			The per common share data was derived by using the weighted average common shares outstanding during the period, except otherwise noted.
(2)			For the six months ended June 30, 2022 and June 30, 2021, the amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions, if applicable.
(3)			Total return (not annualized) is calculated as the change in net asset value per common share plus dividends declared during the period divided by the beginning net asset value per common share.
(4)			Ratios are calculated using the average net assets of the Company attributable to the holders of Common Stock. Amounts are annualized except for organization and offering costs.

(11)Subsequent Events

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

On July 21, 2022, the Company delivered a capital drawdown notice to its stockholders relating to the sale of approximately 1,698,205 shares of the Company’s common stock, par value $0.001 per share for an aggregate offering price of $35 million. The sale closed on July 28, 2022.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per share amounts, unless otherwise indicated)

In this Quarterly Report on Form 10-Q, or this “Report”, except where context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to SL Investment Corp. and its consolidated subsidiaries. This Report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. Morgan Stanley has no history of financially supporting any business development companies (“BDCs”) on the MS Private Credit platform, even during periods of financial distress. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of the current Coronavirus (also referred to as “COVID-19” or “Coronavirus”) pandemic;

•changes in the general interest rate environment;

•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser (the “Adviser” or the “Investment Adviser”), and its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives, including as a result of the Coronavirus pandemic;

•the use of borrowed money to finance a portion of our investments;

•the adequacy of our financing sources and working capital;

•the timing and amount of cash flows, if any, from the operations of our portfolio companies;

•the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;

•the ability of our Investment Adviser and its affiliates to attract and retain highly talented professionals;

•our ability to maintain our qualification as a BDC and as a regulated investment company (a “RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;

•the effect of changes in tax laws and regulations and interpretations thereof; and

•the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this Report.

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, or the Form 10-K, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

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OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are not a subsidiary of, or consolidated with, Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. For the purposes of this report, “middle-market companies” refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $150 million, which we believe is a useful proxy for cash flow although not all of our portfolio companies will meet this criteria.

We invest primarily in directly originated senior secured term loans issued by U.S. middle market companies backed by financial sponsors, including first lien senior secured term loans (including unitranche loans) and, to a lessor extent, second lien senior secured term loans, higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Under normal market circumstances, we expect that investments other than first lien senior secured term loans would not exceed 10% of our gross assets at the time of acquisition of any such investments. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts (“LBOs”), acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (historically, the London Inter-bank Offered Rate, or LIBOR, and the Secured Overnight Financing Rate (“SOFR” or “S”) and prospectively, alternative reference rates).

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity securities and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Pursuant to exemptive relief from the SEC granted to our Adviser (as amended, the “Order”) we are able to enter into certain negotiated co-investment transactions alongside certain other Affiliated Investment Accounts (as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

Recent Market Developments

Uncertainty as to the probability of, and length and depth of a global recession, and the impact of new variants of the Coronavirus that have emerged in the United States and globally, has created stress on the market and could affect our portfolio companies. In addition, government spending, government policies, including recent increases in certain interest rates by the U.S. Federal Reserve, high oil prices and disruptions in supply chains in the United States and elsewhere, in conjunction with other factors, including those described above, have led and could continue to lead to inflationary economic environments that could affect our portfolio companies, our financial condition and our results of operations. We will continue to monitor the evolving market environment, including as it relates to the Coronavirus pandemic and guidance from U.S. and international public health authorities. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the developments described above on our financial condition, results of operations or cash flows in the future. Despite these factors, we believe we and our portfolio are well positioned to manage the current environment, and we and our Adviser continue to be fully operational.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions on income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR or SOFR. Interest on these debt investments is generally

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paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments are expected to fluctuate significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees, to our Investment Adviser pursuant to the Investment Advisory Agreement between us and our Investment Adviser (the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of certain expenses incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and our Administrator (the “Administration Agreement”); and (iii) other operating expenses as detailed below:

•initial organization costs and offering costs incurred prior to the filing of our election to be regulated as a BDC (subject to the expense waiver described below;

•costs associated with our initial private offering;

•costs of any other offerings of our common stock, par value $0.001 per share (the “Common Stock”), preferred stock, par value $0.001 per share (the “Series A Preferred Stock”) and other securities, if any;

•calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);

•out of pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•base management fee under the Investment Advisory Agreement;

•certain costs and expenses relating to distributions paid by us;

•administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;

•debt service and other costs of borrowings or other financing arrangements;

•the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, making or holding investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•transfer agent and custodial fees;

•costs of hedging;

•commissions and other compensation payable to brokers or dealers;

•any fees payable to rating agencies;

•federal and state registration fees;

•U.S. federal, state and local taxes, including any excise taxes;

•independent director fees and expenses;

•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;

•the costs of specialty and custom software for monitoring risk, compliance and overall investments;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

•indemnification payments;

•any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by us), provided that we will not bear such expenses to the extent, but only to the extent, that the relevant conduct is not indemnifiable under applicable law, including, if applicable, ERISA);

•direct fees and expenses associated with independent audits, agency, consulting and legal costs;

•cost of winding up; and

•all other expenses incurred by either the Administrator or us in connection with administering our business.

We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

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PORTFOLIO, INVESTMENT ACTIVITY AND RESULTS OF OPERATIONS

As of June 30, 2022, we had investments in 107 portfolio companies across 28 industries. Based on fair value as of June 30, 2022, more than 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. Less than 0.1% of our debt portfolio at fair value had a fixed interest rate. As of June 30, 2022, our weighted average total yield of investments in debt securities at amortized cost was 8.0%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of June 30, 2022.

As of December 31, 2021, we had investments in 82 portfolio companies across 26 industries. Based on fair value as of December 31, 2021, 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. The weighted average interest rate floor across our floating-rate portfolio was approximately 0.9% as of December 31, 2021. These floors allow us to mitigate (to a degree) any impact of spread widening on the valuation of our investments. As of December 31, 2021, our weighted average total yield of investments in debt securities at amortized cost was 7.0%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2021.

Our portfolio as of June 30, 2022 and December 31, 2021 is presented below:

						As of
						June 30, 2022																		December 31, 2021
						Cost						Fair Value						% of Total Investments at Fair Value						Cost						Fair Value						% of Total Investments at Fair Value
First Lien Debt						$	964,572					$	952,570					98.3		%				$	872,028					$	875,168					98.5		%
Second Lien Debt						8,333						8,316						0.9						7,416						7,485						0.8
Other Securities						7,524						7,686						0.8						6,383						6,412						0.7
Total						$	980,429					$	968,572					100.0		%				$	885,827					$	889,065					100.0		%

Our investment activities for the three months ended June 30, 2022 and June 30, 2021 are presented below (information presented herein is at amortized cost unless otherwise indicated):

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			As of and For the Three Months Ended
			June 30, 2022						June 30, 2021
New Investments Committed/Purchased
Gross Principal Balance(1)			$	105,751					$	251,615
Less: Syndications			—						(6,808)
Net New Investments Committed/Purchased			105,751						244,807
Investments, at Cost
Investments, beginning of period			939,210						189,410
New investments purchased			91,520						197,531
Net accretion of discount on investments			1,206						426
Payment-in-kind			153						22
Net realized gain (loss) on investments			151						—
Investments sold or repaid			(51,811)						(11,641)
Investments, end of period			980,429						375,748
Amount of investments funded, at principal
First lien debt investments			91,106						196,032
Second lien debt investments			936						4,800
Other securities(2)			—						265
Total			92,042						201,097
Amount of investments sold/fully repaid, at principal
First lien debt investments			45,711						10,724
Total			$	45,711					$	10,724
Weighted average yield on debt and income producing investments, at cost(3)			8.0		%				7.2		%
Weighted average yield on debt and income producing investments, at fair value(3)			8.1		%				7.1		%
Number of portfolio companies			107						48
Percentage of debt investments bearing a floating rate, at fair value			100.0		%				99.9		%
Percentage of debt investments bearing a fixed rate, at fair value(4)			0.0		%				0.1		%

(1)Includes new investment commitments, excluding sale/repayments and including new unfunded investment commitments.

(2)Represents dollar amount of other securities funded.

(3)Computed as (a) the annual stated spread, plus Prime/LIBOR/SOFR or interest rate floor, as applicable, plus the annual accretion of discounts, as applicable, on accruing debt securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

(4)Less than 0.1%.

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:

Category 1 — In the opinion of our Investment Adviser, investments in Category 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Category 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.

Category 2 — In the opinion of our Investment Adviser, investments in Category 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Category 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Category 2.

Category 3 — In the opinion of our Investment Adviser, investments in Category 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.

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Category 4 — In the opinion of our Investment Adviser, investments in Category 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Category 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

The distribution of our portfolio on the Adviser’s Internal Risk Rating System as of June 30, 2022 and December 31, 2021 was as follows:

			June 30, 2022												December 31, 2021
			Fair Value			% of Portfolio			Number of Portfolio Companies						Fair Value			% of Portfolio			Number of Portfolio Companies
Risk rating 1			$	—		—		%	—						$	18,526		2.1		%	1
Risk rating 2			965,439			99.6			106						870,539			97.9			81
Risk rating 3			3,133			0.3			1						—			—			—
Risk rating 4			—			—			—						—			—			—
			$	968,572		100.0		%	107						$	889,065		100.0		%	82

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

						For The Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Total investment income						$	18,009					$	5,955					$	34,337					$	8,687
Less: Net expenses						6,410						1,949						11,258						3,403
Net investment income (loss)						11,599						4,006						23,079						5,284
Less: Excise tax expense						—						—						—						—
Net investment income (loss) after taxes						11,599						4,006						23,079						5,284
Net change in unrealized appreciation (depreciation)						(14,296)						1,481						(15,095)						3,353
Net realized gain (loss)						151						—						215						—
Net increase (decrease) in net assets resulting from operations						(2,546)						5,487						8,199						8,637
Preferred Stock dividend						(16)						(15)						(32)						(31)
Net increase (decrease) in net assets resulting from operations attributable to holders of Common Stock						$	(2,562)					$	5,472					$	8,167					$	8,606

Investment Income

Investment income was as follows:

						For The Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Investment income:
Interest income						$	17,446					$	5,075					$	33,200					$	7,640
Payment-in-kind interest income						60						22						119						43
Dividend income						66						—						126						—
Other income						437						858						892						1,004
Total investment income						$	18,009					$	5,955					$	34,337					$	8,687

Total investment income increased from $6.0 million for the three months ended June 30, 2021 to $18.0 million for the three months ended June 30, 2022. Total investment income from $8.7 million for the six months ended June 30, 2021 to $34.3 million for the six months ended June 30, 2022. The increases were primarily driven by our deployment of capital and invested balance of investments, partially offset against weighted average asset yield decrease. The size of our investment portfolio at fair value increased from $379.2

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million as of June 30, 2021 to $968.6 million as of June 30, 2022. As of such dates, all our senior secured debt investments were income-producing an no investments were on non-accrual status.

Interest income on our investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of June 30, 2022 and June 30, 2021, and for the periods then ended, all of our first and second lien debt investments were performing and current on their interest payments.

Expenses

The Company is responsible for investment expenses, professional fees, and other general and administrative expenses related to the Company’s operations. Expenses were as follows for the three months ended June 30, 2022 and June 30, 2021, respectively:

						For The Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Expenses:
Interest expense and other financing expenses						$	5,540					$	1,401					$	9,650					$	2,329
Management fees						278						84						543						139
Organization and offering costs						—						52						—						181
Professional fees						238						213						516						394
Directors’ fees						52						51						103						101
Administrative service fees						—						1						—						16
General and other expenses						302						147						446						243
Excise tax expense						—						—						—						—
Total expenses (including taxes)						$	6,410					$	1,949					$	11,258					$	3,403

Interest Expense

Interest expense and other financing expenses increased from $1.4 million to $5.5 million for the three months ended June 30, 2022 and June 30, 2021. The increase was primarily driven by approximately $537.5 million of average borrowings at an average effective interest rate of 3.32% for the three months ended June 30, 2022 as compared to approximately $165.5 million of average borrowings at an average effective interest rate of 2.59% for the three months ended June 30, 2021.

Interest expense and other financing expenses increased from $2.3 million to $9.7 million for the six months ended June 30, 2022 and June 30, 2021. The increase was primarily driven by approximately $519.5 million of average borrowings at an average effective interest rate of 2.97% for the six months ended June 30, 2022 as compared to approximately $121.9 million of average borrowings at an average effective interest rate of 2.65% for the six months ended June 30, 2021.

Management Fee

Management fees increased to $0.3 million for the three months ended June 30, 2022 from $0.1 million for the three months ended June 30, 2021 due to an increase in cumulative capital called. Management fees increased to $0.5 million for the six months ended June 30, 2022 from $0.1 million for the six months ended June 30, 2021 due to an increase in cumulative capital called.

Other expenses

Professional fees include legal, audit, tax, and other professional fees incurred related to the management of our Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of certain expense incurred by our Administrator in performing its administrative obligations under the Restated Administration Agreement. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs. Organization costs and offering costs include expenses incurred in our initial formation and our offering of Common Stock and Preferred Stock.

For the three and six months ended June 30, 2022, the Company incurred $0 and $0 towards organization cost and amortization of offering cost, respectively. For the three and six months ended June 30, 2021, the Company incurred $52 and $181 towards organization cost and amortization of offering cost, respectively. These costs did not exceed the Investment Adviser reimbursement threshold, and as a result, no excess organization and offering costs were waived. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Related Party Transactions.”

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of the sum of our ICTI, as defined by the Code (without regard to the

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deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes.

For the three and six months ended June 30, 2022, the Company did not accrue U.S. federal excise taxes. For the three and six months ended June 30, 2021, the Company did not accrue any U.S. federal excise taxes.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments

						For The Three Months Ended												For the Six Months Ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments						$	151					$	—					$	215					$	—
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments						(14,296)						1,481						(15,095)						3,353
Net realized and unrealized gains (losses)						$	(14,145)					$	1,481					$	(14,880)					$	3,353

For the three and six months ended June 30, 2022, net realized gain on our investments was $0.2 million and $0.2 million, respectively, primarily driven by the sale of debt investments in our portfolio. There were no realized gain/(loss) for the three and six months ended June 30, 2021,

We determine the fair value of our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. For the three and six months ended June 30, 2022, net change in unrealized loss on our investments of $14.3 million and $15.1 million was primarily driven by the decreases of valuations of our debt and equity investments as a result of the volatile credit environment and spread widening in the primary and secondary markets. For the three and six months ended June 30, 2021, net change in unrealized gain on our investments of $1.5 million and $3.4 million was primarily driven by the increases of valuations of our debt and equity investments in a tightening credit environment and generally strong portfolio company performance.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Common Stock, net borrowings from our credit facility, and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. As of June 30, 2022, we had one revolving credit facility outstanding, as described in “Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of June 30, 2022, we had approximately $45.1 million of cash, which taken together with our approximately $451.6 million of availability under the JPM Funding Facility (subject to borrowing base availability), and our approximately $187.8 million of uncalled capital commitments to purchase shares of Common Stock, or capital commitments, we expect will be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of June 30, 2022, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Equity

As of June 30, 2022, we had received aggregate capital commitments of approximately $652.3 million. The total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2022, were as follows (dollar amounts in millions):

Common Share Issuance Date			Common Shares Issued						Amount
May 16, 2022			1,865,672						$	40.00
Total			1,865,672						$	40.00

The total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the six months ended June 30, 2021 were as follows (dollar amounts in millions):

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Common Share Issuance Date						Common Shares Issued						Amount
March 12, 2021						1,113,310						$	22.50
May 7, 2021						1,679,463						35.00
June 28, 2021						1,679,463						35.00
Total						4,472,236						$	92.50

Distributions

Common Stock

The following table summarizes our distributions declared and payable to holders of the Common Stock for the six months ended June 30, 2022 and June 30, 2021:

Date Declared						Record Date						Payment Date						Per Share Amount						Dividend Yield(1)						Total Amount
March 25, 2022						March 25, 2022						April 22, 2022						$	0.62					11.5		%				$	12,551
June 24, 2022						June 24, 2022						July 25, 2022						0.55						10.8		%				12,160
Total Distributions																		$	1.17											$	24,711

Date Declared						Record Date						Payment Date						Per Share Amount						Dividend Yield(1)						Total Amount
March 09, 2021						March 09, 2021						April 15, 2021						$	0.20					6.2		%				$	775
June 23, 2021						June 23, 2021						July 19, 2021						0.52						11.2		%				3,467
Total Distributions																		$	0.72											$	4,242

(1) Annualized dividend yield is calculated by dividing the declared dividend by the weighted average of the net asset value attributable to the holders of Common Stock at the beginning of the quarter and the capital called during the quarter and annualizing over four quarterly period.

Preferred Stock

For the six months ended June 30, 2022 and June 30, 2021, we accrued $32 and $31, respectively, of dividend to holders of the Series A Preferred Stock, respectively.

Debt

Our outstanding debt obligations were as follows:

						June 30, 2022																		December 31, 2021
						Aggregate Principal Committed						Outstanding Principal						Unused Portion						Aggregate Principal Committed						Outstanding Principal						Unused Portion
JPM Funding Facility						$	1,000,000					$	548,400					$	451,600					$	750,000					$	503,400					$	246,600
Total						$	1,000,000					$	548,400					$	451,600					$	750,000					$	503,400					$	246,600

JPM Funding Facility

On June 3, 2021, SLIC SPV entered into an Amended and Restated Loan and Security Agreement, which was subsequently amended on August 18, 2021, November 24, 2021 and June 10, 2022, by and among SLIC SPV, as the borrower, the Company, as the parent and as the servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, and JP Morgan Chase Bank, NA (“JPM”), as the administrative agent and arranger, the lenders party thereto, and the issuing banks party thereto (as amended, the “JPM Funding Facility). Pursuant to the JPM Funding Facility, JPM has agreed to extend credit to SLIC SPV in an aggregate principal amount, as of June 30, 2022, of up to $1,000,000 at any one time outstanding, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on a combination of unfunded capital commitments and loan collateral.

The JPM Funding Facility is a revolving funding facility with a reinvestment period ending December 3, 2023 (or earlier upon the occurrence of certain events as specified therein) and a final maturity date of December 3, 2025. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the JPM Funding Facility are available in U.S. dollars and other permitted currencies. The interest charged on the JPM Funding Facility is based on SOFR, LIBOR (Dollar), SONIA, EURIBOR or CDOR, as applicable (or, if LIBOR (Dollar) is not available, a benchmark replacement or a “base

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rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.225% prior to the transition date, and 2.375% subsequent to the transition date, as set forth in the JPM Funding Facility.

For the three and six months ended June 30, 2022, we borrowed $88,000 and $125,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, we borrowed $124,000 and $181,400, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2022, we repaid $62,000 and repaid $80,000, respectively, under the JPM Funding Facility. For the three and six months ended June 30, 2021, we repaid $27,000 and repaid $32,000, respectively, under the JPM Funding Facility.

RECENT DEVELOPMENTS

Subsequent to June 30, 2022 through August 10, 2022, we have closed or the Investment Committee has committed/approved approximately $22.9 million of new/add-on investments. This includes transactions for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore the Company believes are likely to close. Of these new commitments, approximately $22.6 million were first lien senior secured loans and $0.3 million were common equity investments. 100% of the senior secured loans were floating rate loans. We remain highly focused on conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite the impact of the Coronavirus pandemic. We believe the current market environment offers opportunities to seek compelling risk adjusted returns. Our investment pace will depend on several factors including the market environment, deal flow, and the continued impact of the Coronavirus.

On July 21, 2022, we delivered a capital drawdown notice to our stockholders relating to the sale of approximately 1,698,205 shares of our common stock, par value $0.001 per share for an aggregate offering price of $35 million. The sale closed on July 28, 2022.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, should be read in connection with our financial statements in Part I, Item 1 of this Report, and “Risk Factors” in Part II, Item 1A of our Form 10-K.

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying unaudited financial statements if not defined herein):

•the Investment Advisory Agreement;

•the Administration Agreement; and

•the Expense Support and Waiver Agreement.

See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Related Party Transactions.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk, market risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Coronavirus Developments.” Most of our investments will not have a readily available market price. To ensure accurate valuation, our investments are valued at fair value in good faith by our Board of Directors, based on, among other things, the input of the Investment Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Market Risk

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The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Item 1A. Risk Factors—General Risk Factors—Risks Relating to Our Business and Structure—We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future disruptions or instability in capital markets may have a negative impact on our business and operations.” and “Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” in the Form 10-K.

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2022, 100.0% of our income-producing senior secured debt investments were at floating rates. Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2022, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of June 30, 2022) (dollar amounts in thousands):

						Interest						Interest						Net
Basis Point Change - Interest Rates						Income						Expense						Income
Up 300 basis points			$			29,674			$			(16,452)			$			13,222
Up 200 basis points			$			19,780			$			(10,968)			$			8,812
Up 100 basis points			$			9,886			$			(5,484)			$			4,402
Down 100 basis points			$			(8,321)			$			5,484			$			(2,837)
Down 200 basis points			$			(11,353)			$			10,968			$			(385)
Down 300 basis points			$			(11,674)			$			12,558			$			884

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the period covered by this Report and determined that our disclosure controls and procedures are effective as of the end of the period covered by this Report.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the six months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

The Company, the Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Adviser

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and the Administrator, is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the risk factors previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks disclosed in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

Refer to “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this Report and our Current Reports on Form 8-K filed on May 19, 2022 and July 2, 2021 for issuance of our Common Stock for the six months ended June 30, 2022. Such issuance was part of our Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder

Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

(a) Documents filed as part of this report

(b) Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Exhibit			Description
10.1*			Amended and Restated Loan and Security Agreement, dated as of June 3, 2021, incorporating Amendments No. 1-3, among SLIC Financing SPV LLC, SL Investment Corp., SL Investment Feeder Fund L.P., SL Investment Feeder Fund GP Ltd., U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association and the lenders party thereto.
31.1*			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1*			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

									SL Investment Corp.
August 10, 2022						By:			/s/ Jeffrey S. Levin
									Jeffrey S. Levin Director and Chief Executive Officer (principal executive officer)
August 10, 2022						By:			/s/ Venugopal Rathi
									Venugopal Rathi Chief Financial Officer (principal financial officer)

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Execution Version

incorporating Amendment Nos. 1-3

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

dated as of

June 3, 2021

amending and restating the Loan and Security Agreement dated as of December 3, 2020

among

SLIC Financing SPV LLC

as Company

SL Investment Corp., as Parent

SL Investment Feeder Fund L.P., as a Pledgor

SL Investment Feeder Fund GP Ltd., as a Pledgor

The Lenders Party Hereto

The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Issuing Bank

and

SL Investment Corp.,
as Servicer

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Page

ARTICLE I THE PORTFOLIO INVESTMENTS
SECTION 1.01.    Purchases of Portfolio Investments			43
SECTION 1.02.    Procedures for Purchases and Related Advances			43
SECTION 1.03.    Conditions to Purchases			44
SECTION 1.04.    Sales of Portfolio Investments			44
SECTION 1.05.    Certain Assumptions relating to Portfolio Investments			46
SECTION 1.06.    Valuation of Permitted Non-USD Currency Portfolio Investments			47
SECTION 1.07.    Currency Equivalents Generally			47
SECTION 1.08.    Letters of Credit			47
ARTICLE II THE ADVANCES
SECTION 2.01.    Line Advances			47
SECTION 2.02.    Letters of Credit			47
SECTION 2.03.    Line Advances; Use of Proceeds			51
SECTION 2.04.    Conditions to A&R Effective Date			53
SECTION 2.05.    Conditions to Advances			54
SECTION 2.06.    Financing Commitment Increase Option			55
SECTION 2.07.    Duration Extension			56
ARTICLE III ADDITIONAL TERMS APPLICABLE TO THE ADVANCES
SECTION 3.01.    The Advances			57
SECTION 3.02.    [Reserved]			62
SECTION 3.03.    Taxes			62
ARTICLE IV COLLECTIONS AND PAYMENTS
SECTION 4.01.    Interest Proceeds			65
SECTION 4.02.    Principal Proceeds			66
SECTION 4.03.    Principal and Interest Payments; Prepayments; Commitment Fee			67
SECTION 4.04.    MV Cure Account			68
SECTION 4.05.    Priority of Payments			69
SECTION 4.06.    Payments Generally			70
SECTION 4.07.    Termination or Reduction of Financing Commitments			71
ARTICLE V THE SERVICER
SECTION 5.01.    Appointment and Duties of the Servicer			72
SECTION 5.02.    Servicer Representations as to Eligibility Criteria; Etc.			73
SECTION 5.03.    Indemnification			73

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ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 6.01.    Representations and Warranties			74
SECTION 6.02.    Covenants of the Company and the Servicer			78
SECTION 6.03.    Amendments of Portfolio Investments, Etc.			86
ARTICLE VII EVENTS OF DEFAULT
SECTION 7.01.    Events of Default			87
ARTICLE VIII COLLATERAL ACCOUNTS; COLLATERAL SECURITY
SECTION 8.01.    The Collateral Accounts; Agreement as to Control			90
SECTION 8.02.    Collateral Security; Pledge; Delivery			93
ARTICLE IX THE AGENTS
SECTION 9.01.    Appointment of the Administrative Agent and the Collateral Agent			97
SECTION 9.02.    Additional Provisions Relating to the Collateral Agent and the Collateral Administrator			101
SECTION 9.03.    Lender ERISA Representations and Covenants			105
SECTION 9.04.    Acknowledgements of the Lenders.			106
ARTICLE X MISCELLANEOUS
SECTION 10.01.    Non-Petition; Limited Recourse			107
SECTION 10.02.    Notices			108
SECTION 10.03.    No Waiver			108
SECTION 10.04.    Expenses; Indemnity; Damage Waiver; Right of Setoff			108
SECTION 10.05.    Amendments			110
SECTION 10.06.    Successors; Assignments			110
SECTION 10.07.    Governing Law; Submission to Jurisdiction; Etc.			112
SECTION 10.08.    Interest Rate Limitation			113
SECTION 10.09.    PATRIOT Act			113
SECTION 10.10.    Counterparts			113
SECTION 10.11.    Headings			113
SECTION 10.12.    Acknowledgement and Consent to Bail-In of EEA Financial Institutions			113
SECTION 10.13.    Confidentiality			115
SECTION 10.14.    Exempted Limited Partnerships			116
SECTION 10.15.    SWIFT Transmissions			116
SECTION 10.16.    Classification of Advances			116
SECTION 10.17.    Amendment and Restatement			116

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Schedules

Schedule 1    Transaction Schedule

Schedule 2    Contents of Notice of Acquisition

Schedule 3    Eligibility Criteria

Schedule 4    Concentration Limitations

Schedule 5    Initial Portfolio Investments

Schedule 6    GICS Industry Classifications

Schedule 7    Benefit Plan Investors

Exhibits

Exhibit A    Form of Request for Line Advance

Exhibit B    [Reserved]

Annexes

Annex A    Definitions Annex

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Interest Rates; Benchmark Notification

The interest rate on an Advance denominated in U.S. Dollars or a Permitted Non-USD Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.01(h) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not, except for its own actions under this Agreement, have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Company. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Company, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

 

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of June 3, 2021 (this “Agreement”) among SLIC FINANCING SPV LLC, as borrower (the “Company”); SL INVESTMENT CORP. (the “Parent” and “Servicer”, as applicable); SL INVESTMENT FEEDER FUND L.P., a Cayman Islands exempted limited partnership, acting by its general partner, the Feeder General Partner (as defined herein) (the “Feeder Fund”); SL INVESTMENT FEEDER FUND GP LTD., a Cayman Islands exempted company (the “Feeder General Partner” and, together with Parent and Feeder Fund, the “Pledgors” and each, a “Pledgor”), the Lenders party hereto; the Issuing Banks party hereto; U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

The Servicer and the Company entered into that certain Loan and Security Agreement dated as of December 3, 2020 (the “Existing Agreement”) with, among others, the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Pledgors and the lenders named therein, in order to permit the Company to acquire and finance certain corporate loans (the “Portfolio Investments”), all on and subject to the terms and conditions set forth therein.

Furthermore, the Company (i) entered into a Contribution Agreement (as amended, supplemented, replaced or otherwise modified from time to time, the “Contribution Agreement”), dated on or about December 3, 2020 between the Company and the Parent (in such capacity, the “Contributor”), pursuant to which the Company shall from time to time acquire Portfolio Investments from the Contributor, and (ii) has purchased or will purchase additional Portfolio Investments from time to time.

On and subject to the terms and conditions set forth therein, JPMorgan Chase Bank, National Association (“JPMCB”) and its respective successors and permitted assigns (together with JPMCB, the “Lenders”) agreed to make advances to the Company thereunder.

The Servicer and the Company have requested that the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Lenders amend and restate the Existing Agreement, and the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Lenders have agreed to such amendment and restatement on the terms and conditions set forth herein, and the Lenders are willing to make Advances and extend Letters of Credit to the Company upon the terms and subject to the conditions set forth in this Agreement, to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “Transaction Schedule”).

Accordingly, in consideration of the mutual premises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree that the Existing Agreement is hereby amended and restated in its entirety, and do hereby agree as follows:

Certain Defined Terms

“A&R Effective Date” has the meaning set forth in Section 2.04.

“Account Control Agreements” means, (a) for each Collateral Account that is a deposit account, a deposit account control agreement in form and substance reasonably satisfactory to the Administrative Agent and (b) for each Collateral Account that is a securities account, a securities account

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control agreement in form and substance reasonably satisfactory to the Administrative Agent, in each case executed by (i) the Company or the Pledgors, as applicable, (ii) the Collateral Agent and (iii) the financial institution maintaining such Collateral Account.

“Additional Distribution Date” has the meaning set forth in Section 4.05.

“Adjusted Applicable Margin” means the stated Applicable Margin for Advances set forth on the Transaction Schedule with respect to the applicable currency plus 2% per annum.

“Administrative Agent” has the meaning set forth in the introductory section of this Agreement.

“Advance” means any loan or extension of credit by a Lender to the Company under this Agreement, including, without limitation, Line Advances and LC Exposures.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Company) at law or in equity, or before or by any Governmental Authority, whether pending, active or, to the Company’s or the Servicer’s knowledge, threatened against or affecting the Company or the Servicer or their respective property that would reasonably be expected to result in a Material Adverse Effect.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former Person but, which shall not, with respect to the Company, include the obligors under any Portfolio Investment. For the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of any such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; provided that as used in Schedule 4 regarding Concentration Limitations, the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common financial sponsor; provided, further, that for purposes of Section 6.02(b)(iv), the term "Affiliate" shall not include any portfolio company of the Servicer or any Pledgor, as applicable, that is not consolidated on the financial statements of the Servicer or any Pledgor, as applicable.

“Agent” has the meaning set forth in Section 9.01.

“Agent Business Day” means any day on which commercial banks settle payments in each of New York City and the city in which the corporate trust office of the Collateral Agent is located (which shall initially be Boston, Massachusetts).

“Agreed Currency” means U.S. Dollars and each Permitted Non-USD Currency.

“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Amendment” has the meaning set forth in Section 6.03.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company from time to time concerning or relating to bribery or corruption.

“Applicable Borrowing Base” means on any date of determination the lesser of (i) the Hybrid Borrowing Base and (ii) the Capped Borrowing Base, in each case, as of such date.

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“Applicable Law” means, for any Person, all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Margin” means, as of any date, the applicable margin for Advances as set forth on the Transaction Schedule for such date.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Financing Commitments represented by such Lender’s Financing Commitment. If the Financing Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Financing Commitments most recently in effect, giving effect to any assignments at the time of determination.

“Approval Termination Event” means, at any time during the Reinvestment Period, that (i) the Company has properly delivered at least ten (10) Notices of Acquisition in compliance with the requirements of Section 1.02 (excluding for purposes of this clause (i) any Notice of Acquisition delivered with respect to a Portfolio Investment for which the information required under the Notice of Acquisition has not been provided or has been provided on a redacted basis, (ii) each such Notice of Acquisition (a) has satisfied the Eligibility Criteria and approval process set forth in this Agreement (other than any requirement to obtain the consent of the Administrative Agent) and (b) is with respect to a Portfolio Investment that is similar in nature to the Initial Portfolio Investments (as reasonably determined by the Administrative Agent) and (iii) the Administrative Agent has rejected (x) within the Ramp-Up Period, more than 20% of such requests and (y) otherwise, more than 50% of such requests, in each case measured based on either the number of such requests or the principal amount of the proposed Portfolio Investments (or, if applicable, the Dollar Equivalent thereof) set forth in such requests.

“ARR Portfolio Investment” means any Portfolio Investment that is underwritten on multiples of annual recurring revenue of the Portfolio Investment Obligor as determined by the Administrative Agent in its reasonable discretion.

“Asset Advance Rate” means 62%.

“Asset Borrowing Base” means on any date of determination, the product of (i) the Asset Advance Rate and (ii) the Net Asset Value as of such date.

“Asset LTV Cap” means 66.7%.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of a Calculation 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 “Calculation Period” pursuant to clause (vi) of Section 3.01(h).

“Bank” has the meaning set forth in Section 8.01(a).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors, liquidator, provisional liquidator or

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similar Person charged with the reorganization, winding up, dissolution, liquidation or provisional liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person 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 permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means, for any day, with respect to (i) Advances denominated in U.S. Dollars, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, (ii) Advances denominated in CAD, the Canadian Prime Rate and (iii) with respect to Advances denominated in GBP or Euro, the applicable Reference Bank Base Rate. Any change in the applicable Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, the Canadian Prime Rate or the Reference Bank Base Rate, respectively, shall be effective from and including the effective date of such change. In the event that the applicable Base Rate is below zero at any time during the term of this Agreement, it shall be deemed to be zero until it exceeds zero again.

“Benchmark” means, initially, the applicable Reference Rate for such Agreed Currency; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to such applicable Reference Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (ii) of Section 3.01(h).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Advance denominated in a Permitted Non-USD Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:

(1) in the case of any Advance denominated in U.S. Dollars, the sum of (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company 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 syndicated credit facilities denominated in the applicable Permitted Non-USD Currency at such time and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor 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 for any applicable Calculation Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Administrative Agent and the

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Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Permitted Non-USD Currency at such time.

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

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to 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 date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) 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, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means, with respect to any Benchmark, 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 Federal Reserve Board, the NYFRB, the Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, 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

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

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

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition 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 3.01(h) 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 3.01(h).

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

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Benefit Plan Investor” means any Benefit Plan that is an investor in the Company or the Parent, to the extent the assets of the Company or the Parent include assets of such Benefit Plan (for

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purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code). Schedule 7 sets forth all Benefit Plan Investors as of the A&R Effective Date and the Servicer may update such Schedule 7 from time to time, as necessary or appropriate to reflect any new Benefit Plan Investors.

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

“Borrowing Base Default” means an event that shall have occurred if on any date of determination (i) prior to the Transition Date, the Borrowing Base Ratio is greater than 125% and (ii) thereafter, the Borrowing Base Ratio is greater than 115%.

“Borrowing Base Ratio” means, as of any date of calculation, the ratio of (a) the Net Advances to (b) the Applicable Borrowing Base, in each case, as of such date, as verified by the Administrative Agent in writing to the Company upon request therefor, which the Administrative Agent hereby agrees to use commercially reasonable efforts to do so within one (1) Business Day thereafter).

“Borrowing Base Test” means a test that will be satisfied on any date of determination if Net Advances are less than or equal to the Applicable Borrowing Base, as calculated by the Administrative Agent.

“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for business in each of New York City and the city in which the corporate trust office of the Collateral Agent is located; provided that, (i) in relation to Advances denominated in GBP, “Business Day” shall mean any day (other than a Saturday or a Sunday) on which banks are open for business in London, England and the city in which the corporate trust office of the Collateral Agent is located, (ii) in relation to Advances denominated in Euros and in relation to the calculation or computation of EURIBOR Rate, “Business Day” shall mean any day which is a TARGET Day and on which banks are open for business in the city in which the corporate trust office of the Collateral Agent is located, (iii) in relation to Advances denominated in CAD, “Business Day” shall mean any day (other than a Saturday or a Sunday) on which banks are open for business in Toronto, Canada and the city in which the corporate trust office of the Collateral Agent is located and (iv) in relation to any RFR Advances and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Advance, or any other dealings in the applicable Agreed Currency of such RFR Advance, “Business Day” shall mean any such day that is only an RFR Business Day and on which banks are open for business in the city in which the corporate trust office of the Collateral Agent is located.

“CAD” means Canadian dollars.

“Calculation Period” means, with respect to any Advance, the quarterly period from and including the date on which such Advance is made hereunder to but excluding the first Calculation Period Start Date following the date of such Advance and each successive quarterly period from and including a Calculation Period Start Date to but excluding the immediately succeeding Calculation Period Start Date (or, in the case of the last Calculation Period, if the last Calculation Period does not end on the last calendar day of March, June, September or December, the period from and including the related Calculation Period Start Date to but excluding the Maturity Date); provided that the Calculation Period in effect for any outstanding Advances made prior to the A&R Effective Date shall remain in effect until the next applicable Calculation Period Start Date, which shall be July 6, 2021.

“Calculation Period Start Date” means the fifth calendar day of January, April, July and October of each year (or, if any such date is not a Business Day, the immediately succeeding Business Day), commencing on July 6, 2021.

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“Commitment Fee” has the meaning set forth in Annex A hereto.

“Commitment Increase Upfront Fee” has the meaning set forth in Annex A hereto.

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate published by Bloomberg Financial Markets Commodities News (or any successor to or substitute for such service, providing rate quotations comparable to those currently provided by such service, as reasonably determined by the Administrative Agent from time to time) at 10:15 a.m. Toronto time on such day and (ii) the CDOR Rate for thirty (30) days, plus 1% per annum; provided that if any of the above rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR Rate shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR Rate, respectively.

“Capital Call Confirmation Package” means, with respect to any Market Value Trigger Event or Event of Default, as applicable, the following documents, agreements and notices:

(i)    [reserved];

(ii)    a written notice from the Parent (A) containing representations and covenants by the Parent that (1) it has called capital or directed the fund administrator to call capital, as applicable, from its Investors in the aggregate amount specified therein, to be funded no later than the tenth Business Day following delivery of such Capital Call; (2) the Parent will, as soon as practicable thereafter but no later than the conclusion of the applicable Extended Cure Period or period provided pursuant to Section 8.02(c), as applicable, fund directly into the MV Cure Account the amount of such Capital Contribution and (3) such Capital Calls have been made in compliance with the applicable Pledgor Constituent Documents (including that each such Investor has Unfunded Capital Commitments at least equal to the amount of Capital Call made on such Investor, which are available for the purpose contemplated hereby); (B) containing covenants by the Parent (i) not to rescind or modify such Capital Calls, (ii) not to permit any lien on such Capital Calls or the proceeds thereof other than Liens under the Loan Documents and Permitted Liens set forth in clause (e) in the definition thereof, (iii) not to use the proceeds of such Capital Calls for any purpose other than being deposited into the MV Cure Account in accordance herewith, (iv) to direct payment of proceeds of such Capital Calls to the Administrative Agent following the occurrence and during the continuance of an Event of Default under clauses (d) or (e) of Article VII hereof and (v) to immediately inform the Administrative Agent if the Parent has received written notice that the relevant Capital Commitments will not be timely satisfied and (C) attaching a copy of a representative Capital Call Notice issued to an Investor and containing the aggregate amount of capital called from all Investors; and

(iii)    a copy of the most recent financial statements for the applicable Pledgor, together with a representation from a Responsible Officer of such Pledgor that such financial statements fairly present, in accordance with GAAP, the financial condition (as of the date thereof) of such Pledgor.

“Capital Call” means a call by any Pledgor upon all or any Investors for payment of all or any portion of their Unfunded Capital Commitments.

“Capital Call Notice” means any “Drawdown Notice” (or substantially similar term) as defined in the Pledgor Constituent Documents of the applicable Pledgor, or any other notice sent to an Investor for the purpose of making a Capital Call.

“Capital Commitment” means the capital commitment of the Investors to the applicable Pledgor in the amount set forth in the Pledgor Constituent Documents or the applicable Subscription

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Agreement, including, for the avoidance of doubt, “Capital Commitment”, as such term is defined in the Pledgor Constituent Documents.

“Capital Contribution” means, in respect of any Investor, any capital contribution or other funding made by such Investor in a Pledgor in response to a Capital Call.

“Capped Borrowing Base” means on any date of determination: (i) prior to the Transition Date, the sum of (a) the lesser of (x) the UCC Borrowing Base as of such date and (y) the product of (1) 25% and (2) the Financing Commitment as of such date and (b) the product of (x) the Asset LTV Cap and (y) the Net Asset Value as of such date and (ii) thereafter, the product of (a) the Asset LTV Cap and (b) the Net Asset Value as of such date.

“Cash Equivalents” means, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least “A-1” from S&P or at least “P-1” from Moody’s; (iii) commercial paper maturing no more than three months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least “A-1” from S&P or at least “P-1” from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within three months after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; and (vi) such other similar instruments to the extent Permitted Non-USD Currencies are invested therein. Subject to the foregoing, Cash Equivalents may include investments in which the Collateral Agent or its Affiliates provide services and receive compensation.

“CDOR Rate” means, on any day, an annual rate of interest equal to the average rate applicable to CAD bankers’ acceptances for a three-month period (or, for purposes of the definition of the term “Canadian Prime Rate”, a thirty day period) that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:15 a.m. Toronto time on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (the “CDOR Screen Rate”); provided that if the CDOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the

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recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) shall be deemed to have occurred after the date of this Agreement for purposes of this definition, regardless of the date adopted, issued, promulgated or implemented.

“Change of Control” means an event or series of events by which (A) the Parent or its Affiliates, collectively, (i) shall cease to possess, directly or indirectly, the right to elect or appoint (through contract, ownership of voting securities, or otherwise) managers that at all times have a majority of the votes of the board of managers (or similar governing body) of the Company or to direct the management policies and decisions of the Company or (ii) shall cease, directly or indirectly, to own and control legally and beneficially all of the Equity Interests of the Company, or (B) MS Capital Partners Adviser Inc. or its Affiliates shall cease to be the investment advisor of the Parent.

“Charges” has the meaning set forth in Section 10.08.

“CIMA” means the Cayman Islands Monetary Authority.

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

“Collateral” has the meaning set forth in Section 8.02(a).

“Collateral Accounts” means the Company Collateral Accounts and the Pledgor Collateral Accounts.

“Collateral Administrator” has the meaning set forth in the introductory section of this Agreement.

“Collateral Agent” has the meaning set forth in the introductory section of this Agreement.

“Collateral Principal Amount” means on any date of determination (A) the aggregate principal balance of the Portfolio, including, in the case of any Revolving Loan and any Delayed Funding Term Loan, the funded and unfunded principal balance thereof, as of such date plus (B) the amounts on deposit in the Company Collateral Accounts (including cash and Eligible Investments) representing Principal Proceeds as of such date minus (C) the aggregate principal balance of all Ineligible Investments as of such date.

“Collection Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Company” has the meaning set forth in the introductory section of this Agreement.

“Company Collateral Accounts” has the meaning set forth in Section 8.01(a).

“Concentration Limitation Excess” means, on any date of determination, without duplication, all or the portion of the principal amount of any Portfolio Investment (other than any Ineligible Investment) that exceeds any Concentration Limitation as of such date; provided that the Servicer shall select in its sole discretion which Portfolio Investment(s) constitute part of the Concentration Limitation Excess; provided further that with respect to any Delayed Funding Term Loan or Revolving Loan, the Servicer shall select any term Portfolio Investment from the same Portfolio Investment Obligor and/or any funded portion of such Delayed Funding Term Loan or Revolving Loan

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before selecting any unfunded portion of such Delayed Funding Term Loan or Revolving Loan; provided further that if the Servicer does not so select any Portfolio Investment(s), the applicable portion of the Portfolio Investment(s) determined by the Administrative Agent shall make up the Concentration Limitation Excess.

“Concentration Limitations” has the meaning set forth in Schedule 4.

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

“Constituent Document Material Amendment” has the meaning set forth in Section 6.02(ii).

“Contribution Agreement” has the meaning set forth in the introductory section of this Agreement.

“Contributor” has the meaning set forth in the introductory section of this Agreement.

“Controlled Group” means: (a) the controlled group of corporations as defined in Section 414(b) of the Code; or (b) the group of trades or businesses under common control as defined in Section 414(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code), in each case of which the Company or any Pledgor is a member or may become a member.

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

“Credit Exposure” means, with respect to any Lender at any time, the outstanding principal amount of such Lender’s Advances.

“Credit Risk Party” has the meaning set forth in Article VII.

“Currency Shortfall” has the meaning set forth in Section 4.06(b).

“Daily Simple RFR” means, for any day (an “RFR Interest Day”), with respect to any Advance denominated in GBP, an interest rate per annum equal to the greater of (a) SONIA for the day that is five Business Days prior to (i) if such RFR Interest Day is a Business Day, such RFR Interest Day or (ii) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day and (b) 0%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Company.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five (5) Business Days prior to (i) if such SOFR Rate Day is a Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a Business Day, the Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company.

“Default” has the meaning set forth in Section 1.03.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Advances or (ii) pay over to the

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Company any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Company, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Company’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Delayed Funding Term Loan” means any Loan that (a) requires the holder thereof to make one or more future advances to the Portfolio Investment Obligor under the underlying instruments relating thereto, (b) specifies a maximum amount that can be borrowed on or prior to one or more fixed dates and (c) does not permit the re-borrowing of any amount previously repaid by the Portfolio Investment Obligor thereunder; but, for the avoidance of doubt, any such Loan will be a Delayed Funding Term Loan only until all commitments by the holders thereof to make such future advances to the Portfolio Investment Obligor thereon expire or are terminated or reduced to zero; provided that, upon the making of each installment, such portion shall no longer be deemed to be a “Delayed Funding Term Loan” for purposes of this Agreement.

“Deliver” (and its correlative forms) means the taking of the following steps by the Company, any Pledgor or the Servicer:

(1)    except as provided in clauses (3) or (4) below, in the case of Portfolio Investments and Eligible Investments and amounts on deposit in the Collateral Accounts, by (x) causing the Securities Intermediary or the financial institution maintaining such Collateral Account, as applicable, to indicate by book entry that a financial asset comprised thereof has been credited to the applicable Collateral Account and (y) causing the Securities Intermediary or the financial institution maintaining such Collateral Account, as applicable, to agree, pursuant to this Agreement or an Account Control Agreement, if applicable, that it will comply with entitlement orders originated by the Collateral Agent with respect to each such security entitlement without further consent by the Company or any Pledgor, as applicable;

(2)     in the case of each general intangible, by notifying the Portfolio Investment Obligor thereunder of the security interest of the Collateral Agent;

(3)    in the case of Portfolio Investments consisting of instruments (the “Possessory Collateral”) that do not constitute a financial asset forming the basis of a security entitlement delivered to the Collateral Agent pursuant to clause (1) above, by causing (x) the Collateral Agent to obtain possession of such Possessory Collateral in the State of New York or Wisconsin, or (y) a Person other than the Company and a securities intermediary (A)(I) to obtain possession of such Possessory Collateral in the State of New York, and (II) to then authenticate a record acknowledging that it holds possession of such Possessory Collateral for the benefit of the Collateral Agent or (B)(I) to authenticate a record acknowledging that it will take possession of

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such Possessory Collateral for the benefit of the Collateral Agent and (II) to then acquire possession of such Possessory Collateral in the State of New York;

(4)    in the case of any account which constitutes a “deposit account” under Article 9 of the UCC, by causing the Securities Intermediary or the financial institution maintaining such Collateral Account, as applicable, to continuously identify in its books and records the security interest of the Collateral Agent in such account and, except as may be expressly provided herein to the contrary, establishing control over such account in favor of the Collateral Agent pursuant to this Agreement or an Account Control Agreement, if applicable;

(5)    in the case of any Portfolio Investments consisting of Uncertificated Securities (other than any Uncertificated Securities credited to a securities account subject to an Account Control Agreement), by causing the issuer of such Uncertificated Security to either (at the option of the Company) (i) register the Collateral Agent as the registered owner thereof on the books and records of such issuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by the Company;    

(6)    in the case of any Portfolio Investments that are held in certificated form, by crediting to a Company Collateral Account or delivering to the Collateral Agent, as applicable, certificates representing the relevant Collateral with respect to such Portfolio Investments;

(7)    in the case of any Loan, by delivering or causing a third party to deliver to the Securities Intermediary a facsimile or photocopy of a fully executed assignment agreement evidencing the acquisition by the Company of the Loan or a confirmation or certification from or on behalf of the Company to the effect that it has acquired such Loan and/or has received or will receive, and will deliver to the Securities Intermediary, appropriate Underlying Loan Documents constituting, evidencing or representing such Loan with an instruction to identify such Loan in its internal books and records without any position code. The Securities Intermediary shall identify such Loan in its internal books and records. The Securities Intermediary shall maintain in its books and records a list of all of the Loans in accordance with this Agreement (including identifying in its reports to the Company and the Administrative Agent the Loans which are not direct interests in loans under the collateral notation “Participation”), and shall make available to the Company and the Administrative Agent such list upon request. For avoidance of doubt, no Loans will be registered in the name of the Securities Intermediary. The Securities Intermediary shall have no responsibilities or duties whatsoever with respect to any Underlying Loan Document, except for such responsibilities as are expressly set forth herein. The Company shall instruct the administrative agent in respect of each Loan to make all payments receivable by the Company in respect of such Loan to the Collection Account or a Permitted Non-USD Currency Account, as applicable, or otherwise provide for the direct payment of such payments to the Collection Account or a Permitted Non-USD Currency Account, as applicable.

(8)    in all cases, by filing or causing the filing of a financing statement with respect to such Collateral with the Delaware Secretary of State, the New York Department of State or the District of Columbia Recorder of Deeds, as applicable; and

(9)    in all cases by otherwise (i) ensuring that all steps, if any, required under applicable Law or reasonably requested by the Administrative Agent to ensure that this Agreement creates a valid, first priority Lien (subject only to Permitted Liens) on such Collateral in favor of the Collateral Agent, shall have been taken, and that such Lien shall have been

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perfected by filing and, to the extent applicable, possession or control and (ii) to the extent necessary, obtaining a consent from the applicable general partner, managing member, board of directors or any similar governing body of the Portfolio Investment Obligor authorizing and consenting to the pledge of the Collateral in accordance with the Loan Documents.

Notwithstanding clauses (1) and (3) above, the Company or the Servicer on its behalf shall ensure that all Portfolio Investments denominated in a Permitted Non-USD Currency and all proceeds thereof shall be deposited in or credited to the applicable Permitted Non-USD Currency Account.

“Designated Email Notification Address” means MSDLF_Ops@morganstanley.com, provided that, so long as no Event of Default shall have occurred and be continuing and no Market Value Event shall have occurred, the Company may, upon at least five (5) Business Days’ written notice to the Administrative Agent, the Collateral Administrator and the Collateral Agent, designate any other email address as the Designated Email Notification Address.

“Designated Independent Dealer” means J.P. Morgan Securities LLC; provided that, so long as no Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, the Servicer may, upon at least five (5) Business Days’ written notice to the Administrative Agent, the Collateral Administrator and the Collateral Agent, designate another Independent Dealer as the Designated Independent Dealer.

“Dollar Equivalent” means, with respect to any amount denominated in any Permitted Non-USD Currency, the amount of U.S. Dollars that would be required to purchase such amount of such Permitted Non-USD Currency using the reciprocal foreign exchange rates obtained as described in the definition of the term Spot Rate.

“Duration Extension” means the extension of the Scheduled Termination Date pursuant to Section 2.07.

“Duration Extension Upfront Fee” has the meaning set forth in Annex A hereto.

“EBITDA” means, with respect to the last four full fiscal quarters with respect to any Portfolio Investment, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the underlying instruments (or, in the case of a Portfolio Investment for which the underlying instruments have not been executed as of the applicable Trade Date, as set forth in the relevant marketing materials or financial model in respect of such Portfolio Investment) for each such Portfolio Investment, and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such underlying instruments (or, in the case of a Portfolio Investment for which the underlying instruments have not been executed as of the applicable Trade Date, such relevant marketing materials or financial model in respect of such Portfolio Investment), an amount, for the Portfolio Investment Obligor and any parent that is obligated pursuant to the underlying instruments for such Portfolio Investment (determined on a consolidated basis without duplication in accordance with GAAP (and also on a pro forma basis as determined in good faith in a commercially reasonable manner by the Servicer in case of any acquisitions)) equal to earnings from continuing operations for such period plus (a) interest expense, (b) income taxes, (c) depreciation and amortization for such four fiscal quarter period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), other non-cash charges and organization costs, extraordinary, one-time and/or non-recurring losses or charges and (e) any other customary add-backs for similarly situated obligors the Servicer deems to be appropriate and (f) any other item the Servicer and the Administrative Agent mutually deem to be appropriate; provided that with respect to any Portfolio Investment Obligor for which four full fiscal quarters of economic data are not

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available, EBITDA shall be determined for such Portfolio Investment Obligor based on annualizing the economic data from the reporting periods actually available.

“Eligibility Criteria” has the meaning set forth in Section 1.03.

“Eligible Investments” has the meaning set forth in Section 4.01.

“Eligible Unfunded Capital Commitments” means the Unfunded Capital Commitments of all Included Investors to the extent (i) not constituting Returned Capital and (ii) not maintained pursuant to Section 2.03(g); provided that the Unfunded Capital Commitment of any Investor shall not exceed such amount as of the A&R Effective Date without the Administrative Agent’s consent in its sole discretion.

“Equity Interests” means, with respect to any Person, all (a) shares, interests, participations or other equivalents (howsoever designated) of capital stock and other equity interests of such Person, including without limitation partnership interests, limited partnership interests or membership interests, whether common or preferred and whether voting or non-voting and (b) rights (other than debt securities convertible into capital stock or other equity interests), warrants or options to acquire any of the foregoing.

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

“EUR”, “Euro” or “€” means the lawful currency of Participating Member States.

“EURIBOR Rate” means, for each Calculation Period relating to an Advance in Euros, the Euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for a three-month period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters (the “EURIBOR Screen Rate”). If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Company. Notwithstanding anything in the foregoing to the contrary, if the EURIBOR Rate as calculated for any purpose under this Agreement is below zero, the EURIBOR Rate will be deemed to be zero for such purpose until such time as it exceeds zero again.

"EURIBOR Screen Rate" has the meaning set forth in the definition of "EURIBOR Rate".

“Event of Default” has the meaning set forth in Article VII.

“Excess Interest Proceeds” means, at any time of determination, the excess of (1) amounts then on deposit in the Company Collateral Accounts representing Interest Proceeds over (2) the projected amount required to be paid pursuant to Section 4.05(a) and (b) on the next Interest Payment Date, the next Additional Distribution Date or the Maturity Date, as applicable, in each case, as determined by the Servicer (acting on behalf of the Company) in good faith and in a commercially reasonable manner and verified by the Administrative Agent (which verification shall be deemed to be given upon the written confirmation of the Administrative Agent to a Permitted Distribution); provided that, if the Administrative Agent reasonably anticipates any such amounts to be deposited into the Company Collateral Accounts after such date of determination but prior to the applicable date of payment, such amounts shall be deemed, solely for the purposes of this definition, to have been on deposit in the Company Collateral Accounts as of such date of determination.

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted from a payment to a Secured Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Financing Commitment or Advance pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Financing Commitment or Advance or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Secured Party’s failure to comply with Section 3.03(f) and (d) any Taxes imposed under FATCA.

“Exclusion Event” means the occurrence, with respect to any Investor, of any of the following events:

(a)    such Investor shall be subject to a Bankruptcy Event or become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(b)    such Investor shall repudiate, challenge, or declare unenforceable its obligation to make contributions to the capital of any Pledgor pursuant to its Capital Commitment or a Capital Call or its obligation to make contributions to the capital of such Pledgor pursuant to its Capital Commitment or a Capital Call under any of such documents shall be or become unenforceable;

(c)    such Investor shall fail to make a Capital Contribution to the applicable Pledgor within ten (10) Business Days of when due in accordance with such Capital Call, unless the Administrative Agent elects in writing, in its sole discretion, to waive any such failure;

(d)    to the actual knowledge of any Responsible Officer after due inquiry, the occurrence of any circumstance or event which could reasonably be expected to impair, impede, or jeopardize the obligation and the liability of such Investor to fund Capital Contributions;

(e)    such Investor amends its Subscription Agreement or Side Letter in any way that Administrative Agent determines would materially impair the rights of the Secured Parties with respect to the Collateral;

(f)    such Investor is excused or excluded from making a Capital Contribution or funding amounts due under a Capital Call;

(g)    such Investor is a Sanctioned Person;

(h)    actual knowledge by a Responsible Officer after due inquiry of any final judgment or decree which in the aggregate exceeds twenty percent (20%) of the net worth of such Investor shall be rendered against such Investor;

(i)    a material breach or default shall occur in the performance by such Investor of any representation, warranty, covenants or other material agreements (other than a failure to make a capital contribution described in clause (d) above) contained in any Pledgor Constituent Document;

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(j)    such Investor shall assign (other than pursuant to (k) below), convey, exchange, sell, set-off, transfer or otherwise dispose of its limited partnership interests in the such Pledgor and/or Capital Commitment, or be released from its obligation under any Pledgor Constituent Document to make contributions pursuant to a Capital Call with respect to such limited partnership interests and/or Capital Commitment, provided that only such assigned, conveyed, exchanged, pledged, sold, set-off, transferred or otherwise disposed of or released limited partnership interests and/or Capital Commitment shall be excluded from the Applicable Borrowing Base if less than all of such Investor’s limited partnership interests and/or Capital Commitment are assigned, conveyed, exchanged, pledged, sold, set-off, transferred or otherwise disposed or released; and

(k)    such Investor shall encumber or pledge any of its limited partnership interests of the applicable Pledgor and the related lien holder shall commence the exercise of remedies with respect to such limited partnership interests; provided that only such encumbered or pledged limited partnership interest shall be excluded from the Applicable Borrowing Base if less than all of such Investor’s limited partnership interests are encumbered or pledged.    

“Existing Agreement” has the meaning set forth in the recitals hereto.

“Extended Cure Period” has the meaning set forth in the definition of “Market Value Cure Period”.

“Extended Financing Commitment” has the meaning set forth in Section 2.07.

“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, and intergovernmental agreements entered into thereunder or any similar or related non-U.S. law that correspond to Sections 1471 to 1474 of the Code, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of such sections of the Code and any U.S. or non-U.S. fiscal or regulatory law, legislation, rules, guidance, notes or practices adopted pursuant to such intergovernmental agreement or analogous provisions of non-U.S. law.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time, and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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

“Fee Letter” means that certain Fee Letter, dated as of December 3, 2020, between the Company and the Administrative Agent.

“Feeder Fund” has the meaning set forth in the introductory section of this Agreement.

“Feeder General Partner” has the meaning set forth in the introductory section of this Agreement.

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“Financing Commitment” means, with respect to each Lender, the commitment of such Lender to provide Advances to the Company hereunder in an amount up to but not exceeding the amount set forth opposite such Lender’s name on the Transaction Schedule or in the assignment and assumption agreement pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to the terms of this Agreement; provided that at no time shall (a) the Credit Exposure of any Lender exceed its Financing Commitment or (b) the Total Credit Exposure exceed the aggregate amount of all Lenders’ Financing Commitments.

“Financing Commitment Increase Date” means any Business Day on which the Administrative Agent (in its sole discretion) approves in writing (which may be by email) a Financing Commitment Increase Option Request.

“Financing Commitment Increase Option Request” means, on any date during the Reinvestment Period the request of the Company in writing (which may be by email) to the Administrative Agent and the Lenders (with a copy to the Collateral Agent) for an increase of the Financing Commitments pursuant to Section 2.06; provided that the Company (in consultation with the Administrative Agent) shall determine the proposed effective date of any such increase in the Financing Commitments, which may be as early as ten (10) Business Days after delivery of a Financing Commitment Increase Option Request (or such shorter period as the Administrative Agent may agree in its sole discretion).

“First Lien Last Out Loan” means a Senior Secured Loan that, prior to a default with respect to such Portfolio Investment, is entitled to receive payments pari passu with other Senior Secured Loans of the same Portfolio Investment Obligor, but following a default becomes fully subordinated, or otherwise junior in right of payment, to certain other Senior Secured Loans of the same Portfolio Investment Obligor and is not entitled to any payments until such other Senior Secured Loans are paid in full.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Term SOFR Rate, EURIBOR Rate and each Daily Simple RFR, as applicable. For the avoidance of doubt, the initial Floor for each Term SOFR Rate, EURIBOR Rate, Daily Simple RFR and CDOR Rate shall be zero.

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

“GAAP” means generally accepted accounting principles in the effect from time to time in the United States, as applied from time to time by the Company.

“GBP” means British Pounds.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Hague Convention” has the meaning set forth in Section 8.01(e).

“Hybrid Borrowing Base” means on any date of determination the sum of (i) the Asset Borrowing Base plus (ii) the UCC Borrowing Base.

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“Included Investor” means as of any date of determination each Investor that has been approved by the Administrative Agent and is not subject to an Exclusion Event as of such date.

“Increased Financing Commitment” has the meaning set forth in Section 2.06.

“Indebtedness” as applied to any Person, means, without duplication, as determined in accordance with GAAP, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, deferrable securities, preferred stock or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued expenses arising in the ordinary course of business; (iv) that portion of obligations with respect to capital leases that is properly classified as a liability of such Person on a balance sheet; (v) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument; (vi) all debt of others secured by a Lien on any asset of such Person, whether or not such debt is assumed by such Person; and (vii) all debt, lease obligations or similar obligations to repay money of others guaranteed by such Person or for which such Person acts as surety and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss. Notwithstanding the foregoing, “Indebtedness” shall not include a commitment arising in the ordinary course of business to purchase a future Portfolio Investment in accordance with the terms of this Agreement.

“Indemnified Person” has the meaning set forth in Section 5.03.

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

“Indemnitee” has the meaning set forth in Section 10.04(b).

“Independent Dealer” means any of the following (as such list may be revised from time to time by mutual agreement of the Company and the Administrative Agent): Bank of America/BofA Securities, Inc., Barclays Bank, BNP Paribas, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, Morgan Stanley, UBS, Wells Fargo, and any Affiliate of any of the foregoing, but in no event including the Company or any Affiliate of the Company; provided that, the Administrative Agent shall use commercially reasonable efforts to provide notice as soon as practicable to the extent any entity set forth herein shall no longer constitutes an Independent Dealer for purposes hereof.

“Ineligible Investment” means any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria; provided that with respect to any Portfolio Investment for which the Administrative Agent has waived one or more of the criteria set forth on Schedule 3, the Eligibility Criteria in respect of such Portfolio Investment shall be deemed not to include such waived criteria at any time after such waiver and such Portfolio Investment shall not be considered an “Ineligible Investment” by reason of its failure to meet such waived criteria; provided further that any Portfolio Investment (other than an Initial Portfolio Investment) which has not been approved by the Administrative Agent pursuant to Section 1.02 on or prior to its Trade Date will be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is so approved.

“Information” means all information received from the Company relating to the Company, any Pledgor or the Servicer or their respective business hereunder or pursuant hereto (including relating to any obligor in respect of any Portfolio Investments), other than any such information that is available to a Lender on a non-confidential basis prior to disclosure by the Company

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and other information pertaining to this Agreement routinely provided by arrangers to data service providers on a non-confidential basis, including league table providers, that serve the lending industry.

“Initial Financing Commitment” means the Financing Commitment provided by the Lenders to the Company on the A&R Effective Date in the amount of $350,000,000.

“Initial Portfolio Investments” means the Portfolio Investments listed in Schedule 5.

“Interest Payment Date” means the fifteenth (15th) calendar day (or if such day is not a Business Day, the immediately preceding Business Day) after the end of each calendar quarter.

“Interest Proceeds” means all payments of interest received in respect of the Portfolio Investments and Eligible Investments acquired with the proceeds of Portfolio Investments (in each case other than accrued interest purchased using Principal Proceeds, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments acquired with the proceeds of Portfolio Investments (for the avoidance of doubt, such other payments shall not include principal payments (including, without limitation, prepayments, repayments or sale proceeds) with respect to Eligible Investments acquired with Principal Proceeds) and all payments of fees, dividends and other similar amounts received in respect of the Portfolio Investments or deposited into any of the Company Collateral Accounts (including closing fees, commitment fees, facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation, customary syndication or other up-front fees and customary administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or Unfunded Exposure Account or any proceeds therefrom.

“Investment” means (a) the purchase of any debt or equity security of any other Person, (b) the making of any Loan or advance to any other Person, or (c) becoming obligated with respect to a contingent obligation in respect of obligations of any other Person.

“Investment Exclusion Event” means the exclusion or excuse of any Investor from participating in any particular investment pursuant to the applicable Pledgor Constituent Document.

“Investment Manager” means MS Capital Partners Adviser Inc. (or any successor thereto that is acting as the QPAM on behalf of the Parent or the Company).

“Investment Manager Indemnification Agreement” means a letter agreement entered into on or before the Closing Date between the Investment Manager and the Administrative Agent, pursuant to which the Investment Manager, among other items, represents that it qualifies as a QPAM and certain conditions of the QPAM Exemption are satisfied with respect to the transactions contemplated by the Loan Documents and agrees to indemnify the Administrative Agent and the Lenders for certain losses.

“Investment Period Extension” means the extension of the “Investment Period” of SL Investment Corp. (as defined in the Confidential Private Placement Memorandum of SL Investment Corp.) by a period of no less than one (1) year.

“Investor” means any Person who has been admitted as a non-managing member or shareholder or limited partner of, or who otherwise hold any equity interests in, the Feeder Fund or the Parent pursuant to the Pledgor Constituent Documents or otherwise.

“IRS” means the United States Internal Revenue Service.

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“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Bank” means JPMorgan Chase Bank, N.A. (through itself or through JPMorgan Chase Bank, N.A., London Branch, JPMorgan Chase Bank, N.A., Toronto Branch or any of its other designated affiliates or branch offices) and any other Lender that agrees to act as an Issuing Bank (in each case, through itself or through one of its designated affiliates or branch offices), each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.02(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“JPMCB” has the meaning set forth in the introductory section of this Agreement.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Company and each Lender shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“Lender Participant” has the meaning set forth in Section 10.06(c).

“Lenders” has the meaning set forth in the introductory section of this Agreement. Unless the context otherwise requires, the term “Lenders” shall also include the Issuing Banks.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement. A Letter of Credit may be issued in U.S. Dollars or in any Permitted Non-USD Currency.

“Letter of Credit Agreement” has the meaning set forth in Section 2.02(b).

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on the Transaction Schedule, or if an Issuing Bank has entered into an assignment and assumption or has otherwise assumed a Letter of Credit Commitment after

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the A&R Effective Date, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. For the avoidance of doubt, the Letter of Credit Commitments are a part of (and not in addition to) the Financing Commitments.

“Liabilities” has the meaning set forth in Section 5.03.

“Lien” means any security interest, lien, charge, pledge, preference, equity, assignment by way of security or encumbrance of any kind, including tax liens, mechanics’ liens and any liens that attach by operation of law.

“Line” has the meaning set forth in Section 2.01.

“Line Advances” means all Advances under the Line.

“Loan” means any obligation for the payment or repayment of borrowed money that is documented by a term and/or revolving loan agreement or other similar credit agreement.

“Loan Documents” means this Agreement, the Contribution Agreement, the Account Control Agreements, if any, and such other agreements and documents, including letter of credit applications and any agreements between the Company and an Issuing Bank regarding issuance by such Issuing Bank of Letters of Credit hereunder and/or the respective rights and obligations between the Company and the Issuing Bank in connection thereunder, and any amendments or supplements thereto or modifications thereof, executed or delivered pursuant to the terms of this Agreement or any of the other Loan Documents, and any additional documents delivered in connection with any such amendment, supplement or modification (in each case, excluding the Investment Manager Indemnification Agreement).

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

“Market Value” means, on any date of determination (after giving effect to Section 1.06), (a) with respect to any Traded Loan, the average indicative bid-side price (expressed as a percentage) determined by Markit Group Limited or LoanX (or if the Administrative Agent determines in its sole discretion that such bid price is not available or is not indicative of the actual current market value, the market value of such Traded Loan as determined by the Administrative Agent in good faith and in a commercially reasonable manner) and (b) with respect to any other Portfolio Investment, the market value of such Portfolio Investment as determined by the Administrative Agent in good faith and in a commercially reasonable manner, in each case, expressed as a percentage of par. In determining the Market Value of a Portfolio Investment, the Administrative Agent shall take into consideration the Market Value Information.

So long as no Market Value Event has occurred or Event of Default has occurred and is continuing, the Servicer shall have the right to initiate a dispute of the Market Value of certain Portfolio Investments as set forth below; provided that, the Servicer provides the bid(s) set forth below no later than 12:00 p.m. New York City time on the Business Day immediately following the related date of determination; provided, further, that with respect to each Portfolio Investment, the Servicer may not initiate a dispute of the Market Value thereof until the earlier of (x) the date that is six (6) months following the Trade Date of such Portfolio Investment and (y) the date on which the Administrative Agent provides a Market Value with respect to such Portfolio Investment that is lower than the Market Value of such Portfolio Investment on the Trade Date of such Portfolio Investment.

If the Servicer disputes the determination of Market Value with respect to any Portfolio Investment (other than a Traded Loan), the Servicer may, with respect to up to the greater of (i) five such

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Portfolio Investments in each calendar quarter and (ii) 15% of the principal amount of the Collateral Principal Amount, engage a Nationally Recognized Valuation Provider, at the expense of the Company, to provide a valuation of the applicable Portfolio Investments and submit evidence of such valuation to the Administrative Agent, at which time the Market Value of such Portfolio Investment shall be equal to such valuation; provided that any such valuation shall be in form and substance acceptable to the Administrative Agent in its reasonable discretion and shall give reference to factors commonly used by market participants in conducting robust valuation processes, including without limitation (A) industry and comparable company analysis, (B) market yield assumptions, (C) credit fundamentals, cyclical nature, and outlook of the business of the Portfolio Investment Obligor; (D) to the extent applicable, historical and prospective debt-financed acquisitions consummated by the Portfolio Investment Obligor and (E) to the extent applicable, other corporate actions taken by the Portfolio Investment Obligor; provided, further, that if the Company engages a Nationally Recognized Valuation Provider that provides a range of valuation, then the valuation for purposes of this paragraph shall be equal to the mean of the highest and lowest valuations of such range.

If the Servicer disputes the determination of Market Value with respect to any Traded Loan, the Servicer may, at the expense of the Company, submit to the Administrative Agent not less than two (2) written and executable bids for the full principal of such Portfolio Investment from Independent Dealers, at which time the Market Value of such Traded Loan shall be equal to the weighted average of such bids.

The market value of any Portfolio Investment determined in accordance with this definition will be the Market Value for such Portfolio Investment from the applicable date set forth above until the Administrative Agent has made a good faith and commercially reasonable determination that the Market Value of such Portfolio Investment has changed, in which case the Administrative Agent may determine another Market Value (in accordance with this definition of Market Value).

Notwithstanding anything to the contrary herein, (A) the Market Value for any Portfolio Investment shall not be greater than the par thereof, (B) the Market Value of any Ineligible Investment shall be deemed to be zero and (C) the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Servicer from any Independent Dealer if, in the Administrative Agent’s good faith judgment: (i) such Independent Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investment or portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for such Portfolio Investment, as reasonably determined by the Administrative Agent or (ii) such firm bid or such firm offer is not bona fide, including, without limitation, due to the insolvency of the Independent Dealer (the provisions set forth in the preceding four (4) paragraphs of this definition, the “Market Value Dispute Mechanisms”).

The Administrative Agent shall notify the Company, the Servicer and the Collateral Administrator in writing of the then-current Market Value of each Portfolio Investment in the Portfolio on a monthly basis (not later than the 15th day of each calendar month, commencing in January 2021 or upon the reasonable request of the Servicer (but no more frequently than three (3) requests per calendar month). Any notification from the Administrative Agent to the Company that a Market Value Trigger Event has occurred shall be accompanied by a written statement showing the then-current Market Value of each Portfolio Investment.

“Market Value Cure” means, on any date of determination, (i) with the consent of the Administrative Agent, the contribution by the Parent of additional Portfolio Investments and the Delivery thereof by the Company to the Collateral Agent pursuant to the terms hereof, (ii) the contribution by the Parent of cash to the Company and the Delivery thereof by the Company to the Collateral Agent pursuant to the terms hereof (which amounts shall be deposited in the MV Cure Account), (iii) the sale by the Company of one or more Portfolio Investments in accordance with the requirements of this Agreement,

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(iv) the prepayment by the Company of an aggregate principal amount of Advances (together with accrued and unpaid interest thereon) or (v) any combination of the foregoing clauses (i), (ii), (iii) and (iv), in each case during the Market Value Cure Period, at the option of the Servicer, and in an amount such that immediately after giving effect to all such actions and the application of proceeds thereof, the Borrowing Base Test is satisfied; provided that, with respect to any such additional Portfolio Investment contributed to the Company in connection with the foregoing, (i) the Trade Date thereof shall occur during the Market Value Cure Period and (ii) such Portfolio Investment meet all of the applicable Eligibility Criteria (unless otherwise consented to by the Administrative Agent) and the Concentration Limitations shall be satisfied (or, if not satisfied, maintained or improved) after such contribution. In connection with any Market Value Cure, a Portfolio Investment shall be deemed to have been contributed to the Company if there has been a valid, binding and enforceable contract for the assignment of such Portfolio Investment to the Company and, in the reasonable judgment of the Servicer, such assignment will settle, (x) in the case of a Loan, within fifteen (15) Business Days of the Trade Date thereof (or such longer period as the Administrative Agent agrees in its sole discretion) and (y) in the case of any other Portfolio Investment, within three (3) Business Days of the Trade Date thereof (or such longer period as the Administrative Agent agrees in its sole discretion) (each, as applicable, the “Settlement Period”). The Servicer shall use its commercially reasonable efforts to effect any such assignment within such Settlement Period.

For the purposes of any request for approval of the Administrative Agent pursuant to clause (i) in the immediately preceding paragraph, if the Company notifies the Administrative Agent upon the occurrence of a Market Value Trigger Event of the Parent’s intention to contribute a Portfolio Investment to the Company to cure such event and requests the related consent thereto, the Administrative Agent shall use commercially reasonable efforts to respond to such request no later than one (1) Business Day after such notice is received; provided that the inability or failure of the Administrative Agent to respond to such request within such timeframe shall not be a breach of any obligation of the Administrative Agent or the Lenders under this Agreement nor excuse the Servicer or the Company from any of their respective obligations under this Agreement.

“Market Value Cure Failure” means the failure by the Company to effect a Market Value Cure as set forth in the definition of such term.

“Market Value Cure Period” means the period commencing on the Business Day on which the Servicer receives notice from the Administrative Agent (which, if received after 2:00 p.m., New York City time, on any Business Day, shall be deemed to have been received on the next succeeding Business Day) of the occurrence of a Market Value Trigger Event and ending at the close of business in New York two (2) Business Days thereafter; provided, that in the event the Parent delivers a Capital Call Confirmation Package reasonably satisfactory to the Administrative Agent within such two (2) Business Day period, then the Market Value Cure Period shall solely to the extent of the requested capital contribution under such Capital Call Confirmation Package be extended to the close of business in New York ten (10) Business Days following the conclusion of such two (2) Business Day period (the “Extended Cure Period”); provided, further, that (a) if the Parent becomes aware that any portion of the requested capital contribution under such Capital Call Confirmation Package will not be timely made within such Extended Cure Period, then the Market Value Cure Period shall end on the earlier of (i) two (2) Business Days following the date the Parent becomes so aware and (ii) the conclusion of the Extended Cure Period and (b) a Capital Call Confirmation Package may be delivered no more than one time in any ten (10) Business Day period.

“Market Value Dispute Mechanisms” has the meaning set forth in the definition of “Market Value”.

“Market Value Event” means (A) the occurrence of both of the following events (i) a Market Value Trigger Event and (ii) a Market Value Cure Failure or (B) if in connection with any Market

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Value Cure, a Portfolio Investment sold, contributed or deemed to have been contributed to the Company shall fail to settle within the applicable Settlement Period.

“Market Value Information” has the meaning set forth on Annex A hereto.

“Market Value Trigger” has the meaning set forth on the Transaction Schedule.

“Market Value Trigger Event” means an event that shall have occurred if the Administrative Agent has determined and notified the Servicer and the Company in writing (with a copy to the Collateral Agent) as of any date that the Borrowing Base Ratio is greater than or equal to the Market Value Trigger.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Company, any Pledgor, the Contributor or the Servicer, (b) the ability of the Company, any Pledgor, the Contributor or the Servicer to perform its obligations under this Agreement or any of the other Loan Documents to which it is a party or (c) the rights of or benefits available to the Agents or the Lenders under this Agreement or any of the other Loan Documents.

“Material Amendment” means any amendment, modification or supplement to this Agreement that (i) increases the Financing Commitment of any Lender, (ii) reduces the principal amount of any Advance or reduces the rate of interest thereon, or reduces any fees payable to a Lender hereunder, (iii) postpones the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any other amounts payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the scheduled date of expiration of any Financing Commitment, (iv) changes any provision in a manner that would alter the pro rata sharing of payments required hereby or (v) changes any of the provisions of this definition or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder.

“Maturity Date” means the date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on which the Secured Obligations become due and payable upon the occurrence of an Event of Default under Article VII and the acceleration of the Secured Obligations, (3) the date on which the principal amount of the Advances is irrevocably reduced to zero as a result of one or more prepayments and the Financing Commitments are irrevocably terminated and (4) the date after a Market Value Event on which all Portfolio Investments have been sold and the proceeds therefrom have been received by the Company.

“Maximum Rate” has the meaning set forth in Section 10.08.

“Mezzanine Obligation” means a Portfolio Investment which is not a Senior Secured Loan or a Second Lien Loan.

“Minimum Funding Amount” has the meaning set forth in Annex A hereto.

“MS Competitor” means (a) any Person that is a bona fide direct competitor of any Credit Risk Party or any of its Subsidiaries in the same industry or a substantially similar industry which offers a substantially similar product or service as such Credit Risk Party or any of its Subsidiaries and (b) any Person whose primary business is owning an MS Competitor; provided that, for the avoidance of doubt, clause (a) and (b) shall not include (x) the Administrative Agent or any of its respective Affiliates or (y) any other bank, broker-dealer or insurance company, other than the individual business units of any such

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person that specialize in the business of originating, acquiring, managing or primarily investing in (but not, for the avoidance of doubt, financing) middle market loans as of such date.

“MV Cure Account” means the account established by the Securities Intermediary and set forth on the Transaction Schedule and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Nationally Recognized Valuation Provider” means (i) Lincoln International LLC (f/k/a Lincoln Partners LLC), (ii) Valuation Research Corporation, (iii) Alvarez & Marsal, (iv) Duff & Phelps, (v) Houlihan Lokey and (vi) Hilco Valuation Services; provided that any independent entity providing professional asset valuation services may be added to this definition by the Company (with the consent of the Administrative Agent) or added to this definition by the Administrative Agent from time to time by notice thereof to the Company and the Servicer; provided, further, that the Administrative Agent may remove any provider from this definition by written notice to the Company and the Servicer so long as, after giving effect to such removal, (x) there are at least three providers designated pursuant to this definition and (y) at least two of the initial providers designated pursuant to this definition as of the A&R Effective Date shall at all times continue to be so designated.

“Net Advances” means the principal amount of the outstanding Advances (inclusive of Advances that have been requested for any outstanding Purchase Commitments which have traded but not settled) minus the amounts then on deposit in the Company Collateral Accounts (including cash and Eligible Investments) representing Principal Proceeds (excluding any Principal Proceeds which are required to settle any outstanding Purchase Commitments).

“Net Asset Value” means, on any date of determination (after giving effect to Section 1.06), the sum of (A) the sum of the product, for each Portfolio Investment (both owned by the Company and any Portfolio Investment which has traded but not settled (except as set forth in clause (2) below)), of (x) the Market Value of such Portfolio Investment multiplied by (y) the funded principal amount of such Portfolio Investment excluding, for any Delayed Funding Term Loan or Revolving Loan, the unfunded commitment amount thereof plus (B) the amounts then on deposit in the Unfunded Exposure Account (including cash and Eligible Investments); provided that, for the avoidance of doubt, (1) the Concentration Limitation Excess, (2) any Portfolio Investment which has traded but not settled within the applicable Settlement Period (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (3) any Ineligible Investments will be excluded from the calculation of the Net Asset Value and assigned a value of zero for such purposes.

“Net Leverage Ratio” means with respect to the last four full fiscal quarters with respect to any Portfolio Investment, the meaning of “Net Leverage Ratio” or any comparable definition in the underlying instruments for each such Portfolio Investment, and in any case that “Net Leverage Ratio” or such comparable definition is not defined in such underlying instruments, the ratio obtained by dividing (i) the indebtedness of the Portfolio Investment Obligor and any parent that is obligated pursuant to the underlying instruments for such Portfolio Investment (determined on a consolidated basis without duplication in accordance with GAAP), minus the unrestricted cash of such Portfolio Investment Obligor or such parent as of such date (up to an amount reasonably agreed to by the Administrative Agent and the Company) by (ii) EBITDA, in each case, as calculated by the Servicer in good faith and in a commercially reasonable manner using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Portfolio Investment Obligor as per the requirements of the applicable underlying instruments.

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“Non-Call Period” means the period beginning on, and including, the Original Effective Date and ending on, but excluding, December 3, 2022; provided that, upon the effective date of a Duration Extension, such period shall end on, but exclude December 3, 2023.

“Non-Traded Loan” means any Loan which is not a Traded Loan.

“Notice of Acquisition” has the meaning set forth in Section 1.02(a).

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

“NYFRB Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all present and future indebtedness, obligations, and liabilities of the Company to the Lenders (including, without limitation, Loans) and the other Secured Parties, or any part thereof, arising pursuant to this Agreement (including, without limitation, the indemnity provisions hereof) or represented by the notes and any guaranty, and all interest accruing thereon, and attorneys’ fees incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several; together with all renewals and extensions thereof, or any part thereof.

“Original Effective Date” means December 3, 2020.

“Other Connection Taxes” means, with respect to any Secured Party, Taxes imposed as a result of a present or former connection between such Secured Party and the jurisdiction imposing such Tax (other than connections arising from such Secured Party 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 Advance or Loan Document).

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

“Parent” has the meaning set forth in the introductory section of this Agreement.

“Parent Originated Investments” means Portfolio Investments made or acquired by the Parent from time to time other than (a) any unfunded commitment amount of any Delayed Funding Term Loan or Revolving Loan and (b) those other Portfolio Investments to be excluded from the definition hereof as mutually agreed between the Company and the Administrative Agent.

“Parent Originated Investment Distributions” has the meaning set forth in Section 6.02(w).

“Participant Register” has the meaning set forth in Section 10.06(d).

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

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“Participation Interest” means a participation interest in a Loan.

“PATRIOT Act” has the meaning set forth in Section 2.04(f).

“Payment” has the meaning set forth in Section 9.04.

“Payment Notice” has the meaning set forth in Section 9.04.

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

“Permitted Distribution” means, on any Business Day, distributions (including any applicable portion of a Ratable Distribution) of Interest Proceeds and, solely during the Reinvestment Period, Principal Proceeds at the discretion of the Company to the Parent (or other permitted equity holders of the Company); provided that (a) there are Excess Interest Proceeds remaining after giving effect to such distribution, (b) no Default or Event of Default has occurred and is continuing (or would occur after giving effect to such Permitted Distribution), (c) no Market Value Event shall have occurred, (d) no Market Value Trigger Event shall have occurred and be continuing or would occur immediately after giving effect to such Permitted Distribution, (e) the Borrowing Base Test is satisfied (and will be satisfied after giving effect to such Permitted Distribution), (f) the Company gives at least one (1) Business Day’s prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Administrator, (f) for Permitted Distributions of Principal Proceeds denominated in any Permitted Non-USD Currency, proportionate Advances denominated in such Permitted Non-USD Currency have been repaid, (g) not more than five (5) Permitted Distributions are made in any single Calculation Period and (h) the Company and the Administrative Agent confirm in writing (which may be by email) to the Collateral Agent and the Collateral Administrator that the conditions to a Permitted Distribution set forth herein are satisfied. Notwithstanding the above, the Company may make Permitted RIC Distributions in accordance with this Agreement at any time.

“Permitted Lien” means any of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) Liens granted pursuant to or by the Loan Documents, (d) judgement Liens not constituting an Event of Default hereunder, (e) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, securities and Cash Equivalents on deposit in or credited to one or more accounts maintained by such Person, in each case granted in the ordinary course of business in favor of the bank or custodian with which such accounts are maintained, securing amounts owing to such bank or custodian with respect to cash management, operating account arrangements and netting arrangements or other amounts owing in connection with the maintenance or operation of any bank or securities account and (f) precautionary Liens, and filings of financing statements under the UCC, covering assets sold or contributed to any Person not prohibited hereunder.

“Permitted Non-USD Currency” means CAD, EUR and/or GBP, as applicable.

“Permitted Non-USD Currency Accounts” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule in an applicable jurisdiction to hold

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cash, including Advances, or Portfolio Investments denominated in a Permitted Non-USD Currency and any successor accounts established in connection with the resignation or removal of the Bank.

“Permitted RIC Distribution” means distributions to the Parent (from the Collateral Accounts or otherwise) to the extent required to allow the Parent to make sufficient distributions to qualify as a RIC, and to otherwise eliminate federal or state income or excise taxes payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Parent shall not exceed 115% of the amounts that the Company would have been required to distribute to the Parent to: (i) allow the Company 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 RIC for any such taxable year, (ii) reduce to zero for any such taxable year the Company’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), or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company’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 Company had qualified to be taxed as a RIC under the Code and (B) amounts may be distributed pursuant to this definition only from Excess Interest Proceeds and/or, during the Reinvestment Period, Principal Proceeds and so long as (i) the Borrowing Base Test is satisfied (unless otherwise consented to by the Administrative Agent in its sole discretion), (ii) the Company gives at least one (1) Business Day’s prior notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Administrator, (iii) if any such Permitted RIC Distributions are made after the occurrence and during the continuance of an Event of Default, the amount of Permitted RIC Distributions made in any 90 calendar day period shall not exceed U.S.$1,500,000 (unless otherwise consented to by the Administrative Agent in its sole discretion) and (iv) the Company and the Administrative Agent have confirmed in writing (which may be by email) to the Collateral Agent and the Collateral Administrator that the conditions to a Permitted RIC Distribution set forth herein are satisfied.

“Permitted Working Capital Lien” has meaning set forth in the definition of “Senior Secured Loan”.

“Person” means any natural person, corporation, exempted company, partnership, exempted limited partnership, trust, limited liability company, association, Governmental Authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

“PF Act” means the Private Funds Act (As Revised) of the Cayman Islands, including any regulations issued thereunder.

“PF Act Party” means the Feeder Fund and any party incorporated, formed or registered under the laws of the Cayman Islands acceding to this Agreement after the Original Effective Date that is required to be registered with the CIMA pursuant to the PF Act in order to accept capital contributions from investors for the purposes of investments.

“Plan” means any plan, including single employer and multi-employer plans, to which Title IV of ERISA applies, each as established or maintained for employees of the Company or any Pledgor, or any member of the Company’s or any Pledgor’s Controlled Group.

“Plan Asset Regulations” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA.

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

“Pledgor” has the meaning set forth in the introductory section of this Agreement.

“Pledgor Collateral Account” has the meaning set forth in 8.02(a).

“Pledgor Constituent Documents” means (i) the by-laws dated as of September 24, 2020, the certificate or articles of incorporation, any Subscription Agreement, Side Letter, or other equivalent governing document in the applicable jurisdiction of the Parent, as the same may be further amended, restated, modified or supplemented in accordance with the terms hereof; where the context may require, (ii) the second amended and restated agreement of exempted limited partnership dated as of November 6, 2020, any Subscription Agreement, Side Letter, or other equivalent governing document in the applicable jurisdiction of the Feeder Fund, as the same may be further amended, restated, modified or supplemented in accordance with the terms hereof; where the context may require, and (iii) the memorandum and articles of association of the Feeder General Partner dated as of September 3, 2020, or other or other equivalent governing document in the applicable jurisdiction of the Feeder General Partner, as the same may be further amended, restated, modified or supplemented in accordance with the terms hereof; where the context may require.

“Portfolio” means all Portfolio Investments Purchased hereunder and not otherwise sold or liquidated.

“Portfolio Investments” has the meaning set forth in the introductory section of this Agreement.

“Portfolio Investment Obligor” means, with respect to any Portfolio Investment, the borrower or issuer thereof.

“Possessory Collateral” has the meaning set forth in the definition of “Deliver”.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Proceeds” means all amounts received with respect to the Portfolio Investments or any other Collateral, and all amounts otherwise on deposit in the Company Collateral Accounts (including cash contributed to or deposited by the Company and Advances made in accordance herewith), in each case other than Interest Proceeds or amounts on deposit in the Unfunded Exposure Account.

“Priority of Payments” has the meaning set forth in Section 4.05.

“Proceeding” has the meaning set forth in Section 10.07(b).

“Prohibited Transaction” has the meaning set forth in Section 6.01(i).

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase” means each acquisition of a Portfolio Investment hereunder by way of (x) the Contribution Agreement, (y) purchase from any other affiliated or unaffiliated party pursuant to an arm’s-length transaction or (z) originating any Portfolio Investment.

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“Purchase Commitment” has the meaning set forth in Section 1.02(a).

“QPAM” means a “qualified professional asset manager” or “QPAM” within the meaning of Section VI(a) of the QPAM Exemption.

“QPAM Exemption” means PTE 84-14.

“Ramp-Up Period” means the period from and including the Original Effective Date to, but excluding, December 3, 2021.

“Ratable Distribution” means, with respect to any Interest Payment Date occurring during the one year period following the end of the Reinvestment Period (solely pursuant to clause (i) of the definition thereof), a distribution of Principal Proceeds available in accordance with the Priority of Payments in the following manner: (x) if (i) all conditions to Permitted Distributions have been satisfied (and will remain satisfied after giving effect to such distribution) (ii) Net Advances are less than or equal to the Asset Borrowing Base (before and after giving effect to such Permitted Distribution), (iii) the Concentration Limitations are satisfied (and will be satisfied after giving effect to such Permitted Distribution) and (iv) the Company and the Administrative Agent confirm in writing (which may be by email) to the Collateral Agent and the Collateral Administrator that the foregoing conditions are satisfied, then the making of: (1) 70% of such Principal Proceeds to the payment of principal of the Advances and (2) 30% of such Principal Proceeds to the payment of a Permitted Distribution or (y) if any of the conditions specified in clause (x) above are not satisfied as of such Interest Payment Date, to the payment of principal of the Advances.

“Reference Bank Base Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative Agent at its request by the Reference Banks:

(a) in relation to Advances denominated in GBP, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time; and

(b) in relation to Advances denominated in Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time.

“Reference Banks” means, in relation to Advances denominated in GBP, the principal office in London of JPMCB and/or such other banks as may be appointed by the Administrative Agent from time to time in consultation with the Company and, in relation to Advances denominated in Euro, the principal office in Europe of JPMCB or such other banks as may be appointed by the Administrative Agent from time to time in consultation with the Company.

“Reference Rate” means (i) with respect to Advances denominated in U.S. Dollars, the Term SOFR Rate, (ii) with respect to Advances denominated in CAD, the CDOR Rate, (iii) with respect to Advances denominated in Euros, the EURIBOR Rate and (iv) with respect to Advances denominated in GBP, the Daily Simple RFR. The Reference Rate shall be determined by the Administrative Agent

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(and notified to the Collateral Administrator and the Servicer), and such determination shall be conclusive absent manifest error.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting, (2) if such Benchmark is the EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if such Benchmark is Daily Simple RFR, then four Business Days prior to such setting, and (4) if such Benchmark is none of Term SOFR Rate, the EURIBOR Rate or SONIA, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning set forth in Section 3.01(c).

“Reinvestment Period” means the period beginning on, and including, the Original Effective Date and ending on, but excluding, the earliest of (i) December 3, 2023; provided that such date shall automatically be extended by one (1) year to December 3, 2024 upon and subject to the occurrence of the Duration Extension, (ii) the date on which a Market Value Event occurs and (iii) the date on which an Event of Default occurs.

“Related Parties” has the meaning set forth in Section 9.01.

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Advances denominated in U.S. Dollars, the Federal Reserve Board, the NYFRB and/or the Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Advances denominated in GBP, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Advances denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto and (iv) with respect to a Benchmark Replacement in respect of Advances denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Screen Rate” means (i) with respect to any Advances denominated in U.S. Dollars, the Term SOFR Reference Rate, (ii) with respect to any Advances denominated in Euros, the EURIBOR Screen Rate or (iii) with respect to any Advances denominated in Canadian Dollars, the CDOR Screen Rate.

“Removed Agent” has the meaning set forth in Section 9.01.

“Request for Line Advance” has the meaning set forth in Section 2.03(d).

“Required Lenders” means Lenders holding 50.1% or more of the sum of (i) the aggregate principal amount of the outstanding Advances plus (ii) the aggregate undrawn amount of the outstanding Financing Commitments.

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“Responsible Officer” means with respect to the Collateral Agent, the Collateral Administrator or the Securities Intermediary, any officer of the Collateral Agent, the Collateral Administrator or the Securities Intermediary customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Agreement, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of this Agreement.

“Restricted Payment” means (i) any dividend or other distribution (including, without limitation, a distribution of non-cash assets), direct or indirect, on account of any shares or other Equity Interests in the Company now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, by the Company of any shares or other Equity Interests in the Company now or hereafter outstanding; and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares or other Equity Interests in the Company now or hereafter outstanding.

“Retiring Agent” has the meaning set forth in Section 9.01.

“Returned Capital” means, for any Investor, if applicable, those funds returned or distributed to such Investor by any Pledgor which is added back to such Investor’s Unfunded Capital Commitment pursuant to the applicable Pledgor Constituent Document or otherwise; in each case which amount has been set forth as “Returned Capital” on a certificate from a Responsible Officer of the Parent delivered to Administrative Agent; provided that the failure of such Pledgor to deliver such certificate to Administrative Agent shall result in the exclusion of such amount from “Returned Capital.”

“Reuters” means Thomson Reuters Corp., Refinitiv or any successor thereto.

“Reuters Screen” means Reuters Screen LIBOR 01 Page on the Bloomberg Financial Markets Commodities News (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market).

“Revolving Loan” means any Loan (other than a Delayed Funding Term Loan, but including funded and unfunded portions of revolving credit lines) that under the underlying instruments relating thereto may require one or more future advances to be made to the obligor by a creditor, but any such Loan will be a Revolving Loan only until all commitments by the holders thereof to make advances to the obligor thereon expire or are terminated or are irrevocably reduced to zero.

“RFR” means, for any Advance denominated in GBP, SONIA.

“RFR Advance” means an Advance that bears interest at a rate based on Daily Simple RFR.

“RFR Business Day” means, for any Advance denominated in GBP, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.

“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.

“RIC” means a “regulated investment company” as defined in Section 851 of the Code.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.

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“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union, any EU member state, Her Majesty’s Treasury of the United Kingdom, the Cayman Islands (including pursuant to any sanctions legislation extended to the Cayman Islands by the United Kingdom pursuant to any Order of Council) or any other sanctions authority with jurisdiction over the Company, any of its Affiliates or any other party hereto, (b) any Person operating, organized, formed, registered, incorporated or resident in a Sanctioned Country, (c) any Person owned 50% or more, or controlled, by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any EU member state, Her Majesty’s Treasury of the United Kingdom, the Cayman Islands (including pursuant to any sanctions legislation extended to the Cayman Islands by the United Kingdom pursuant to any Order of Council) or any other sanctions authority with jurisdiction over the Company, any of its Affiliates or any other party hereto.

“Scheduled Termination Date” has the meaning set forth in the Transaction Schedule.

“Second Lien Loan” means a Loan (i) that is secured by a pledge of collateral, which security interest is validly perfected and second priority (subject to liens permitted under the related underlying instruments that are reasonable and customary for similar Loans) under Applicable Law (provided that, for the avoidance of doubt, a Loan that is second priority solely to a Permitted Working Capital Lien shall constitute a Senior Secured Loan) and (ii) the Servicer determines in good faith that the value of the collateral securing the Loan (including based on enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the outstanding principal balance thereof plus the aggregate outstanding balances of all other Loans of equal or higher seniority secured by the same collateral.

“Secured Obligation” has the meaning set forth in Section 8.02(a).

“Secured Party” has the meaning set forth in Section 8.02(a).

“Securities Account” means the account(s) established by the Securities Intermediary and set forth on the Transaction Schedule and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Securities Intermediary” has the meaning set forth in the introductory section of this Agreement.

“Senior Secured Loan” means any Loan, that (i) is not (and is not expressly permitted by its terms to become) subordinate in right of payment to any obligation of the Portfolio Investment Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (other than pursuant to a Permitted Working Capital Lien and customary waterfall provisions contained in the applicable loan agreement), (ii) is secured by a pledge of collateral, which security interest is (a) validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement that are reasonable for similar Loans, and liens accorded priority by law in favor of any Governmental Authority) or (b)(1) validly perfected and second priority in the accounts, documents, instruments, chattel paper, letter-of-credit rights, supporting obligations, deposit accounts, investments

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accounts (as such terms are defined in the UCC) and any other assets securing any Working Capital Revolver under Applicable Law and proceeds of any of the foregoing (a first priority lien on such assets a “Permitted Working Capital Lien”) and (2) validly perfected and first priority (subject to liens permitted under the related underlying instruments that are reasonable and customary for similar Loans) in all other collateral under Applicable Law, and (iii) the Servicer determines in good faith that the value of the collateral for such Loan (including based on enterprise value) on or about the time of acquisition equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other Loans of equal or higher seniority secured by a first priority Lien over the same collateral.

“Settlement Date” has the meaning set forth in Section 1.03.

“Settlement Period” has the meaning set forth in the definition of “Market Value Cure”.

“Servicer” has the meaning set forth in the introductory section of this Agreement.

“Servicer Fee” means, for any Calculation Period, an amount equal to the product of (i) 0.50% per annum multiplied by (ii) the aggregate outstanding principal balances of all Loans (calculated on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day); provided that, the Servicer Fee shall be waived so long as SL Investment Corp. is the Servicer.

“Servicer Expense Cap” means, for any Payment Date, an amount not to exceed $75,000 during any twelve (12) month period.

“Servicer Expenses” means the out-of-pocket expenses incurred by the Servicer in connection with the Loan Documents.

“Side Letter” means any letter or other agreement executed by or on behalf of an Investor with any Pledgor with respect to such Investor’s rights and/or obligations under its Subscription Agreement or any Pledgor Constituent Documents.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Solvent” means, with respect to any Person, that as of the date of determination, (a) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair value of such Person’s present assets; (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on the date of this Agreement; and (c) such Person has not incurred debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.

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“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Spot Rate” means, as of any date of determination, (x) with respect to actual currency exchange between U.S. Dollars and any Permitted Non-USD Currency, the applicable currency-U.S. Dollar rate available through Securities Intermediary’s banking facilities (or, if Securities Intermediary has notified the Administrative Agent and the Company that it will no longer provide such services or if the entity serving as Securities Intermediary or one of its affiliates is no longer the Collateral Agent, through such other source agreed to by the Administrative Agent in writing) and (y) with respect to all other purposes between U.S. Dollars and any Permitted Non-USD Currency, the applicable currency-U.S. Dollar spot rate that appeared on the Bloomberg screen (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) for such currency at 5:00 p.m. New York City time on the immediately preceding Business Day. The determination of the Spot Rate shall be conclusive absent manifest error.

“Subscription Agreement” means with respect to any Investor, a “Subscription Agreement” as defined in the Pledgor Constituent Documents and any related supplement thereto executed by an Investor in connection with the subscription for a partnership interest in any Pledgor, as amended, restated, amended and restated, supplemented or otherwise modified from time to time and where the context may require, all Subscription Agreements, collectively.

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

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

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

“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 Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Term SOFR Rate” means, for the applicable Calculation Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of the applicable Calculation Period, as such rate is published by the

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Term SOFR Administrator; provided that if the Term SOFR Rate would otherwise be less than zero, the Term SOFR Rate shall be deemed zero for purposes of this Agreement.

“Term SOFR Rate Advance” means an Advance that bears interest at a rate based on the Term SOFR Rate.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Advance denominated in U.S. Dollars and for a three-month tenor, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such 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 Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Third Amendment Effective Date” has the meaning set forth in that certain Amendment No. 3 to Amended and Restated Loan Agreement, dated as of June 10, 2022, among the Company, the Pledgors the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Administrative Agent.

“Total Credit Exposure” means, at any time, the aggregate principal amount of all Advances outstanding at such time.

“TRACE” means the Trade Reporting and Compliance Engine.

“Trade Date” has the meaning set forth in Section 1.03.

“Traded Loan” means any Loan governed by LSTA documentation for which at least two bid-side price is available as determined by Markit Group Limited or LoanX.

“Transaction Schedule” has the meaning set forth in the introductory section of this Agreement.

“Transition Date” means the earlier of (i) the first day on which the Parent has drawn more than 50% of the Capital Commitments and (ii) the date that is 18 months following the Original Effective Date.

“UCC” means the Uniform Commercial Code in effect in the State of New York.

“UCC Advance Rate” means (i) on and prior to the date on which the Parent has called less than 33% of the Capital Commitments, 60% and (ii) thereafter, 65%.

“UCC Borrowing Base” means on any date of determination (x) prior to the UCC Borrowing Base Trigger Date, $0.00 and (y) thereafter, the product of (i) the UCC Advance Rate and (ii) Eligible Unfunded Capital Commitments as of such date.

“UCC Borrowing Base Trigger Date” has the meaning set forth in Section 6.02(ss).

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“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the applicable Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Uncertificated Security” has the meaning set forth in the UCC.

“Underlying Loan Documents” means with respect to any Loan, each loan agreement, promissory note, collateral security agreement, guarantee and any other material agreement or document evidencing, securing, governing or executed in connection with such Loan, including without limitation, the agreements and instruments in respect of which the Company acquired such Loan.

“Undrawn Amount” means, on any applicable date of determination, the greater of (i) zero and (ii) the Minimum Funding Amount minus the aggregate outstanding amount of the Advances.

“Undrawn Fee” has the meaning set forth in Section 2.03(e).

“Underlying Definitive Documents” means with respect to any Portfolio Investment, each loan agreement, indenture, other financing agreement, promissory note, collateral security agreement, guarantee and any other material agreement or document evidencing, securing, governing or executed in connection with such Portfolio Investment, including without limitation, the agreements and instruments in respect of which the Company acquired such Portfolio Investment.

“Unfunded Capital Commitments” means with respect to any Investor, the unfunded or remaining Capital Commitment of such Investor that may be called in accordance with the terms of the Pledgor Constituent Documents, including, without duplication, any Returned Capital attributable to such Investor; provided that “Unfunded Capital Commitment” shall not include the portion of such Investor’s Capital Commitment that is, at such time, subject to a Pending Capital Call.

“Unfunded Exposure Account” means the account established by the Securities Intermediary and set forth on the Transaction Schedule for the deposit of funds used to cash collateralize the Unfunded Exposure Amount and any successor accounts established in connection with the resignation or removal of the Securities Intermediary.

“Unfunded Exposure Amount” means, on any date of determination, with respect to any Delayed Funding Term Loan or Revolving Loan, an amount equal to the aggregate amount of all unfunded commitments (in the case of unfunded commitments denominated in any Permitted Non-USD Currency, converted to U.S. Dollars at the Spot Rate on such date of determination) held by the Company associated with such Delayed Funding Term Loan or Revolving Loan, as applicable.

“Unfunded Exposure Shortfall” means, on any date of determination, an amount equal to the greater of (x) 0 and (y) the aggregate Unfunded Exposure Amount for all Portfolio Investments minus the amounts on deposit in the Unfunded Exposure Account.

“Unused Facility Amount” means, on any applicable date of determination, (i) the aggregate Financing Commitments of all Lenders minus (ii) the greater of (x) the Minimum Funding Amount in effect on such date and (y) the aggregate outstanding amount of the Advances.

“Upfront Fee” has the meaning set forth in Annex A hereto.

“U.S. Dollars” or “USD” means the lawful currency of the United States of America.

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“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.

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

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.03(f).

“Working Capital Revolver” means a revolving lending facility secured on a first lien basis solely by all or a portion of the current assets of the related obligor, which current assets subject to such security interest do not constitute a material portion of the obligor’s total assets.

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

ARTICLE I
THE PORTFOLIO INVESTMENTS

SECTION1.01Purchases of Portfolio Investments. On or prior to the A&R Effective Date, the Company shall have acquired the Initial Portfolio Investments from the Contributor pursuant to the Contribution Agreement. From time to time during the Reinvestment Period, the Company may Purchase additional Portfolio Investments, or request that Portfolio Investments be Purchased for the Company’s account, all on and subject to the terms and conditions set forth herein.

SECTION1.02Procedures for Purchases and Related Advances

(a)Timing of Notices of Acquisition. No later than five (5) Agent Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) before the date on which the Company proposes that a binding commitment or other agreement to acquire any Portfolio Investment (other than an Initial Portfolio Investment) be made by it or for its account (a “Purchase Commitment”), the Servicer, on behalf of the Company, shall deliver to the Administrative Agent (with a copy to the Collateral Agent) a notice of acquisition (a “Notice of Acquisition”); it being understood and agreed, that any delivery of a Notice of Acquisition by the Company to the Administrative Agent shall be deemed to be a certification by the Company of the contents thereof.

(b)Contents of Notices of Acquisition. Each Notice of Acquisition shall consist of one or more electronic submissions to the Administrative Agent transmitted via email or data room (in such format as the Administrative Agent, the Servicer and the Company may reasonably agree (which shall initially be the format and include the information regarding such Portfolio Investment identified on Schedule 2)), and shall be accompanied by such other information as the Administrative Agent may reasonably request (which information shall include in any event whether such Portfolio Investment is subject to any event of default (as such term or similar term is defined in the underlying instruments for such Portfolio Investment)).

(c)Eligibility of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Lenders, to reasonably request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Servicer and the Company (including via email) of its approval or failure to approve each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, an initial determination of the Market Value for such Portfolio Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which it receives such

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Notice of Acquisition and any information reasonably requested in connection therewith); provided that (i) any Initial Portfolio Investment shall be deemed to be approved by the Administrative Agent and (ii) the failure of the Administrative Agent to notify the Servicer and the Company of its approval in accordance with this Section 1.02(c) shall be deemed to be a disapproval of such proposed acquisition.

(d)The failure of the Administrative Agent to approve the acquisition of a Portfolio Investment will not prohibit the Company from acquiring such Portfolio Investment (subject to the conditions set forth in Section 1.03); provided that any Portfolio Investment not so approved prior to its Trade Date shall be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is so approved.

SECTION1.03Conditions to Purchases. No Purchase Commitment or Purchase shall be entered into or made unless each of the following conditions is satisfied (or waived by the Required Lenders) as of the date on which such Purchase Commitment is entered into or such Purchase would otherwise be made (such Portfolio Investment’s “Trade Date”):

(1)the information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and such Portfolio Investment satisfies the eligibility criteria set forth in Schedule 3 (the “Eligibility Criteria”);

(2)with respect to a Purchase, the proposed Settlement Date for such Portfolio Investment is not later than the applicable Settlement Period (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date;

(3)no Market Value Event has occurred and no Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default (a “Default”), has occurred and is continuing, and the Reinvestment Period has not otherwise ended; and

(4)after giving pro forma effect to the Purchase of such Portfolio Investment and any related Advance, the Borrowing Base Test is satisfied.

If the above conditions to a Purchase Commitment or a Purchase are satisfied or waived by the Administrative Agent, the Servicer shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which such Purchase (if any) shall settle (the “Settlement Date” for such Portfolio Investment).

Promptly following the Settlement Date for a Portfolio Investment and its receipt thereof (and at other times thereafter promptly following the written request of the Administrative Agent (including via email)), the Collateral Agent shall provide to the Administrative Agent, to the extent received from the Company, a copy of the executed assignment agreement pursuant to which such Portfolio Investment was assigned, sold or otherwise transferred to the Company.

SECTION1.04Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent, except that, subject to Section 6.02(w), the Company may sell (and any trade ticket or other direction or instruction from the Company (or the Servicer on its behalf) shall be deemed to constitute a certification that the following conditions have been satisfied) (i) any Portfolio Investment (including any Ineligible Investment) or other asset so long as, (x) before and after giving effect thereto, no Market Value Event has occurred, no Market Value Trigger Event has occurred and is continuing or will occur therefrom and no Default or Event of Default has occurred and is continuing, (y) after giving effect thereto, the Borrowing Base Ratio would be no greater than the Borrowing Base Ratio immediately

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prior to such disposition and (z) the sale of such asset by the Company shall be on an arm’s-length basis at fair market value and in accordance with the Servicer’s standard market practices. In addition, subject to clauses (x), (y) and (z) in the immediately preceding sentence, (a) within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company shall sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale and (b) upon the request of the Administrative Agent within two (2) Business Days of any other Portfolio Investment becoming an Ineligible Investment, the Company shall, subject to clauses (x), (y) and (z) in the immediately preceding sentence, sell such Portfolio Investment.

Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, (x) neither the Company nor the Servicer on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts (other than a Permitted RIC Distribution or the transfer of funds from the Permitted Non-USD Currency Accounts to another Company Collateral Account in accordance with this Agreement)) and (y) no Pledgor shall have the right to initiate any Capital Call (except as otherwise provided in this Agreement) or to deposit proceeds from any Pending Capital Call into an account other than the Pledgor Collateral Accounts (which will then be promptly deposited in the MV Cure Account at the direction of such Pledgor) or the MV Cure Account, in each case without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall at the sole direction and discretion of, and in the manner (including, without limitation, the time of Capital Call, amount of Capital Call, time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (i) make a Capital Call on the Investors for deposit of proceeds thereof into the MV Cure Account and/or (ii) use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s standard market practices) and the proceeds from such Capital Call and/or sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Servicer shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c).

In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event or an Event of Default, the Administrative Agent or a designee of the Administrative Agent shall:

(i)notify the Company at the Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and

(ii)direct the Company to sell such Portfolio Investments to the Designated Independent Dealer if the Designated Independent Dealer provides the highest bid (or a bid equal to such highest bid) in the case where bids are received in respect of the sale of such Portfolio Investments, it being understood that if the Designated Independent Dealer provides a bid to the Administrative Agent that is the highest bona fide bid (or equal to such highest bona fide bid) to purchase a Portfolio Investment on a line-item basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion), then the Administrative Agent shall accept any such line-item bid only if such line-item bid

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(together with any other line-item bids by the Designated Independent Dealer or any other bidder for other Portfolio Investments in such pool) is greater than the bid on a pool basis.

For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Dealer if, in the Administrative Agent’s judgment (acting reasonably):

(A)either:

(x)    the Designated Independent Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for the relevant Portfolio Investments; or

(y)    the Designated Independent Dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or

(B)such bid is not bona fide, including, without limitation, due to (x) the insolvency of the Designated Independent Dealer or (y) the inability, failure or refusal of the Designated Independent Dealer to settle the purchase of the relevant Portfolio Investments or any portion thereof, as applicable, or otherwise settle transactions in the relevant market or perform its obligations generally.

For the avoidance of doubt, the bid(s) provided by the Designated Independent Dealer may be provided on behalf of the Company, the Servicer, any Affiliate of the Servicer or any account or fund serviced or managed by the Servicer or an Affiliate of the Servicer if so agreed between the Designated Independent Dealer and any such Person.

In connection with the making of any Capital Call and/or sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof following the occurrence of a Market Value Event, the Pledgors and Company each hereby appoints the Administrative Agent as its attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of any Pledgor and/or the Company, as applicable, by this appointment), with full authority in the place and stead of such Pledgor and/or the Company, as applicable, and in the name of such Pledgor and/or the Company, as applicable, to effectuate the provisions of this Section 1.04 (including, without limitation, the power to direct any party with respect to any Capital Commitments, initiate Capital Calls, otherwise execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect of the application of net proceeds of any such Capital Calls and/or sales). None of the Administrative Agent, the Lenders, the Collateral Administrator, the Securities Intermediary, the Collateral Agent or any Affiliate of any thereof shall incur any liability to any Pledgor, the Company, the Servicer, any Lender or any other Person in connection with any Capital Call and/or sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any Person in connection with any such sale, so long as, in the case of the Administrative Agent only, any such sale does not violate Applicable Law.

SECTION1.05Certain Assumptions relating to Portfolio Investments. For purposes of all calculations hereunder, any Portfolio Investment for which the Trade Date in respect of a sale thereof

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by the Company has occurred, but the Settlement Date for such sale has not occurred, shall be considered to be owned by the Company until such Settlement Date.

SECTION1.06Valuation of Permitted Non-USD Currency Portfolio Investments. For purposes of all valuations, calculations and reports hereunder, the principal amount and Market Value of all Portfolio Investments and Eligible Investments denominated in a Permitted Non-USD Currency and proceeds denominated in a Permitted Non-USD Currency on deposit in any Permitted Non-USD Currency Account shall be converted to U.S. Dollars at the Spot Rate in accordance with the definition of such term in consultation with the Administrative Agent on the applicable date of valuation or calculation, as applicable. Additionally, for all calculations of Net Advances hereunder, the principal amount of outstanding Advances denominated in any Permitted Non-USD Currency shall for the purposes of such determination be equal to the Dollar Equivalent amount thereof.

SECTION1.07Currency Equivalents Generally. For purposes of determining (a) whether the amount of any Advance (including all Letter of Credit extensions), together with all other Advances then outstanding or to be made at the same time as such Advances, would exceed the aggregate amount of the Financing Commitments, (b) the aggregate unutilized amount of the Financing Commitments and (c) except in connection with the calculation of Net Advances as described in Section 1.06, the outstanding aggregate principal amount of Advances, the outstanding principal amount of any Advances that are denominated in any Permitted Non-USD Currency shall be deemed to be the Dollar Equivalent of the amount of such Permitted Non-USD Currency of such Advances determined as of the date such Advances were made. Wherever in this Agreement in connection with an Advance an amount, such as a required minimum or multiple amount, is expressed in U.S. Dollars, but such Advance is denominated in any Permitted Non-USD Currency, such amount shall be the Dollar Equivalent of such Permitted Non-USD Currency (rounded to the nearest 1,000 units of such Permitted Non-USD Currency).

SECTION1.08Letters of Credit. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

ARTICLE II
THE ADVANCES

SECTION2.01Line Advances. Subject to the terms and conditions set forth herein and pursuant to Section 2.03, only during the Reinvestment Period, each Lender hereby severally agrees to make available to the Company advances, in U.S. Dollars or any Permitted Non-USD Currency, in an aggregate amount outstanding not exceeding the amount of such Lender’s Financing Commitment (the “Line”). The Line Advances shall terminate on the earliest of (a) the close of business on the last day of the Reinvestment Period, (b) the Maturity Date and (c) the occurrence of a Market Value Event.

SECTION2.02Letters of Credit.

(a)General. Subject to the terms and conditions set forth herein (including in Section 2.05), the Company may request as the applicant thereof any Issuing Bank to issue Letters of Credit denominated in U.S. Dollars or any Permitted Non-USD Currency only for the support of the Company’s obligations, in a form reasonably acceptable to such Issuing Bank at any time and from time

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to time during the Reinvestment Period. For the avoidance of doubt, the issuance of Letters of Credit hereunder shall constitute a utilization of the Financing Commitments.

(b)Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the Company shall deliver or transmit by electronic communication in accordance with arrangements approved by the respective Issuing Bank, to an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension and with a copy to the Collateral Agent), a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.02), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit; provided that the Company shall provide all documentation and other information required by the respective Issuing Bank under applicable “know your customer” and anti-money laundering rules and regulations (“KYC”), and the respective Issuing Bank may approve the issuance, amendment or extension of such Letter of Credit solely after such Issuing Bank has completed and is satisfied with all KYC requirements (provided, further, that such approval, if any, shall be provided no later than five (5) Business Days, in the case of Letters of Credit denominated in U.S. Dollars, or ten (10) Business Days (in each case, or such shorter period as agreed to by the respective Issuing Bank in its sole discretion), in the case of Letters of Credit denominated in a Permitted Non-USD Currency, in each case after the respective Issuing Bank completes and is satisfied with all KYC requirements). In addition, as a condition to any such Letter of Credit issuance, the Company shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Company at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed the total Letter of Credit Commitments, (iii) no Lender’s Credit Exposure shall exceed its Financing Commitment and (iv) the Total Credit Exposure shall not exceed the Financing Commitments.

    An Issuing Bank shall not be under any obligation to issue any Letter of Credit if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the A&R Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the A&R Effective Date and that such Issuing Bank in good faith deems material to it or (y) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

(c)Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case

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of any extension of the expiration date thereof, one year after such extension), (ii) the date that is five Business Days prior to the Maturity Date and (iii) upon the occurrence of a Market Value Event.

(d)Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the respective Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (e) of this Section 2.02, or of any reimbursement payment required to be refunded to the Company for any reason, including after the Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default, Event of Default or reduction or termination of the Financing Commitments.

(e)Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount in the currency of such LC Disbursement equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company receives notice of such LC Disbursement; provided that if such LC Disbursement is denominated in U.S. Dollars, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.05 that such payment be financed with a Line Advance in an equivalent amount of U.S. Dollars or if such LC Disbursement is denominated in a Permitted Non-USD Currency, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.05 that such payment be converted into an equivalent amount denominated in such Permitted Non-USD Currency (provided that, for the avoidance of doubt, the limitation contained in Section 2.05(7)(z) with respect to Line Advances that may be denominated in a Permitted Non-USD Currency shall be complied with at all times) and, in each case, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Line Advance. If the Company fails to make such payment when due, the Administrative Agent shall notify each Lender (with a copy to the Collateral Agent) of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Company, in the same manner as provided in Section 3.01 with respect to Advances made by such Lender (and Section 3.01 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of a Line Advance as contemplated above) shall not constitute a Line Advance and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

(f)Obligations Absolute. The Company’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.02 shall be absolute, unconditional and

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irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder or (v) any adverse change in the relevant exchange rates or in the availability of the relevant Permitted Non-USD Currency to the Company or in the relevant currency markets generally. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Company to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Company by telephone (confirmed by telecopy or electronic mail, and with a copy to the Collateral Agent) of such demand for payment if such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h)Interim Interest. If the Issuing Bank for any Letter of Credit shall make any LC Disbursement, then, unless the Company shall reimburse such LC Disbursement in full in the applicable currency within one Business Day of the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable at the rate per annum then applicable to the Line Advances and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Company fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.02, then Section 3.01(b) shall apply. Interest accrued pursuant to this

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paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section 2.02 to reimburse such Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of such payment.

(i)Replacement and Resignation of an Issuing Bank. (i) An Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders (with a copy to the Collateral Agent) of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 4.03(h). From and after the effective date of any such replacement, (x) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.

(ii)    Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Company and the Lenders (with a copy to the Collateral Agent), in which case, such resigning Issuing Bank shall be replaced in accordance with Section 2.02(i)(i) above.

(j)Cash Collateralization. Upon the occurrence and continuation of any Market Value Event or Event of Default, on the Business Day that the Company receives notice from the Administrative Agent, the applicable Issuing Bank or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph (or immediately and without demand or other notice of any kind upon an Event of Default with respect to the Company pursuant to Section 7.01(d) or (e)), the Company shall deposit in the Collection Account an amount in cash equal to 105% of the LC Exposure in the applicable currencies as of such date plus any accrued and unpaid interest thereon; provided that the Company shall separately keep track of all amounts in the Collection Account to be used for cash collateralization of Letters of Credit. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Company under this Agreement. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the expiration date specified in said paragraph (c), or if the Company is required under Section 4.05(c) and (e) to cash collateralize the portion of LC Exposure comprising any undrawn Letters of Credit, the Company shall immediately deposit into the Collection Account an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon.

SECTION2.03Line Advances; Use of Proceeds.

(a)Subject to the satisfaction or waiver of the conditions to the Purchase of a Portfolio Investment set forth in Section 1.03 and/or an Advance set forth in Section 2.05 as of (i) the related Trade Date and/or (ii) the Advance date, as applicable, the Lenders will (ratably in accordance with their respective Financing Commitments) make the applicable Line Advance available to the Company on the related Settlement Date (or otherwise, including, without limitation, in connection with application to a Permitted Distribution) as provided herein. If the Company requests a Line Advance for application to a Permitted Distribution, the Lenders will (ratably in accordance with their respective Financing Commitments) make the applicable Line Advance available to the Company on the date requested by the Company subject to the satisfaction or waiver of the conditions to Advance set forth in Section 2.05.

(b)Except as expressly provided herein, the failure of any Lender to make any Line Advance required hereunder shall not relieve any other Lender of its obligations hereunder. If any Lender

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shall fail to provide any Line Advance to the Company required hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid.

(c)The Company shall use the proceeds of the Line Advances received by it hereunder to purchase the Portfolio Investments identified in the related Notice of Acquisition, to make a Permitted Distribution or Permitted RIC Distribution specified in the related Request for Line Advance, to pay the expenses of the Company, or to make advances to the Portfolio Investment Obligor of Delayed Funding Term Loans or Revolving Loans in accordance with the underlying instruments relating thereto; provided that, if the proceeds of a Line Advance are deposited in the Collection Account (or, in the case of Line Advances denominated in any Permitted Non-USD Currency, the applicable Permitted Non-USD Currency Account) as provided in Section 3.01 prior to or on the Settlement Date for any Portfolio Investment but the Company is unable to Purchase such Portfolio Investment on the related Settlement Date, or if there are proceeds of such Line Advance remaining after such Purchase, then, subject to Section 3.01(a), upon written notice from the Servicer the Collateral Agent shall apply such proceeds (x) subject to the conditions to the Purchase of a Portfolio Investment set forth in Section 1.03, including, without limitation, the Administrative Agent’s consent thereto, to purchase Portfolio Investments (including to fund unfunded Delayed Funding Term Loans) prior to the next date on which funds must be applied pursuant to Section 4.05, or as provided in Section 4.05 (for the avoidance of doubt, without any premium or penalty). The proceeds of the Line Advances shall not be used for any other purpose.

(d)With respect to any Line Advance, the Servicer shall, on behalf of the Company, submit a request substantially in the form of Exhibit A (a “Request for Line Advance”) to the Lenders and the Administrative Agent, with a copy to the Collateral Agent and the Collateral Administrator, not later than 2:00 p.m. New York City time, one (1) Business Day prior (or, in the case of an Advance denominated in any Permitted Non-USD Currency, two (2) Business Days prior) to the Business Day specified as the date on which such Line Advance shall be made and, upon receipt of such request, the Lenders shall make such Line Advances in accordance with the terms set forth in Section 3.01. Any requested Line Advance shall be in an amount such that, after giving effect thereto and the related purchase (if any) of the applicable Portfolio Investment(s), the Borrowing Base Test is satisfied.

(e)If the aggregate principal amount of the outstanding Advances is less than the Minimum Funding Amount on any date on or after the A&R Effective Date and prior to the last day of the Reinvestment Period, then the Company agrees to pay to the Administrative Agent, from and after such date, for the account of each Lender, an undrawn fee (the “Undrawn Fee”) which shall accrue at a per annum rate equal to the Applicable Margin on the average daily Undrawn Amount during the period from and including such date to but excluding the last day of the Reinvestment Period. Accrued Undrawn Fees shall be payable in arrears on each Interest Payment Date. All Undrawn Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(f)If two Business Days prior to the end of the Reinvestment Period there exists any Unfunded Exposure Shortfall, then the Servicer, on behalf of the Company, shall be deemed to have requested a Line Advance on such date, and the Lenders shall make a corresponding Line Advance on the last day of the Reinvestment Period (with written notice to the Collateral Agent by the Administrative Agent) in accordance with Article III in an amount, to be deposited in the Unfunded Exposure Account, equal to the least of (i) the aggregate Unfunded Exposure Shortfall, (ii) the Financing Commitments in excess of the aggregate principal amount of the outstanding Advances and (iii) an amount such that the Borrowing Base Test is satisfied after giving effect to such Advance; provided that, if the Company provides evidence to the Administrative Agent that it has cash from other sources that is available in accordance with the terms of this Agreement to make any such future advances in respect of any Delayed Funding Term Loan or Revolving Loan, then the amount of any such Advance shall be reduced by the

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amount of such funds. After giving effect to such Advance, the Company shall cause the proceeds of such Advance and cash from other sources that are available in accordance with the terms of this Agreement in an amount (together with amounts already on deposit in the Unfunded Exposure Account) equal to the aggregate Unfunded Exposure Amount to be deposited in the Unfunded Exposure Account.

(g)If, at any time, there is an Unfunded Exposure Amount, then, unless the Borrowing Base Test is satisfied (provided that, solely in the case of this clause (g), the Borrowing Base Test shall be calculated to deem the Unfunded Exposure Amount as Net Advances), the Company shall deposit, within two Business Days thereof, cash collateral in the Unfunded Exposure Account in an amount equal to 50% of such excess; provided that, in lieu of depositing such cash collateral in the Unfunded Exposure Account, the Parent may maintain an equal amount of (i) Unfunded Capital Commitments and/or (ii) cash and cash equivalents to the extent the Parent provides reasonably satisfactory evidence to the Administrative Agent that such Unfunded Capital Commitments and/or cash and cash equivalents are (x) so maintained and (y) available to satisfy any future advances in respect of any Delayed Funding Term Loan or Revolving Loan.

SECTION2.04Conditions to A&R Effective Date. Notwithstanding anything to the contrary herein, the amendment and restatement of the Existing Agreement shall not become effective until the date (the “A&R Effective Date”) on which each of the following conditions is satisfied (or waived by the Administrative Agent in its sole discretion):

(a)Executed Counterparts. The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)Loan Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that the Contribution Agreement and Investment Manager Indemnification Agreement (other than the Account Control Agreements with respect to the Pledgor Collateral Accounts) have been executed as of the Original Effective Date and are in full force and effect.

(c)Opinions. The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written opinions of counsel for the Company, the Servicer and the Pledgors, dated as of the A&R Effective Date, covering such matters relating to the transactions contemplated hereby and by the other Loan Documents as the Administrative Agent shall reasonably request in writing.

(d)Corporate Documents. The Administrative Agent (or its counsel) shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of any directors or officers of the Company, each Pledgor and the Servicer as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each director or officer thereof or other Person authorized to act in connection with this Agreement and the other Loan Documents, and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, formation, registration or incorporation, existence and good standing of the Company, each Pledgor and the Servicer and any other legal matters relating to the Company, any Pledgor, the Servicer, this Agreement or the transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent and its counsel.

(e)Payment of Fees, Etc. The Administrative Agent, the Lenders, the Collateral Agent and the Collateral Administrator shall have received all fees and other amounts due and payable by

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the Company in connection herewith on or prior to the A&R Effective Date, including the fee payable pursuant to Section 4.03(e) and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including legal fees and expenses) required to be reimbursed or paid by the Company hereunder.

(f)PATRIOT Act, Etc. (i) To the extent requested by the Administrative Agent, the Collateral Agent or any Lender, the Administrative Agent or such Lender, as the case may be, shall have received all documentation and other information required by regulatory authorities under the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and other applicable “know your customer” and anti-money laundering rules and regulations and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the A&R Effective Date, any Lender that has requested, in a written notice to the Company at least 10 days prior to the A&R Effective Date, a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial Ownership Certification.

(g)Filings. (i) Proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect, (ii) a copy of the register of mortgages and charges of the Feeder General Partner shall have been updated to reflect the security interests granted by the Feeder Fund and the Feeder General Partner pursuant to this Agreement and (iii) an executed copy of the notice of security interests, in a form satisfactory to the Administrative Agent, shall have been delivered by the Feeder Fund and the Feeder General Partner to each investor in the Feeder Fund pursuant to Section 6.02(ss) of this Agreement.

(h)[Reserved].

(i)Officer’s Certificate. The Administrative Agent (or its counsel) shall have received a certificate of an officer of the Company, certifying that the conditions set forth in Sections 2.05(4) and 2.05(6) have been satisfied on and as of the A&R Effective Date.

(j)Contact Information. The Administrative Agent shall have received the contact information for each Investor to the extent different from or otherwise not set forth in its Subscription Agreement.

(k)[Reserved].

(l)Other Documents. Such other documents as the Administrative Agent may reasonably require.

SECTION2.05Conditions to Advances. No Line Advance shall be made, and no Letter of Credit shall be issued, amended or extended, unless each of the following conditions is satisfied as of the proposed date of such Advance, issuance, amendment or extension, as applicable (or waived by the Administrative Agent in its sole discretion):

(1)the A&R Effective Date shall have occurred;

(2)with respect to a Line Advance, the Company shall have delivered a Request for Line Advance in accordance with Section 2.03(d), and with respect to Letters of Credit, the Company shall have delivered a Letter of Credit Agreement and complied with all other requirements of Section 2.02.

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(3)no Market Value Event has occurred;

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

(5)the Reinvestment Period has not ended;

(6)all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;

(7)after giving pro forma effect to such Advance (including the issuance, amendment or extension of such Letter of Credit) (and any related Purchase) hereunder:

(x)    the Borrowing Base Test is satisfied;

(y)    the aggregate principal balance of Advances then outstanding will not exceed the limit for Advances set forth in the Transaction Schedule; and

(z)    the Dollar Equivalent of the outstanding principal amount of all Advances denominated in any Permitted Non-USD Currency does not exceed the product of (i) 20% and (ii) the Financing Commitments then in effect; and

(8)the amount of such Advance shall be not less than U.S.$ 1,000,000 (unless otherwise agreed to by the Administrative Agent or Issuing Bank, as applicable, in its sole discretion).

If the above conditions to a Line Advance or issuance, amendment or extension of a Letter of Credit are satisfied or waived by the Administrative Agent, the Servicer shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Line Advance or issuance, amendment or extension of a Letter of Credit shall be provided.

For the avoidance of doubt, so long as the conditions set forth in Sections 2.04 and/or 2.05, as applicable, have been satisfied, the Lenders shall not be relieved of their obligation to provide Advances in respect of any Portfolio Investment for which the conditions to purchase set forth in this Section 1.03 have been satisfied (or waived by the Required Lenders) as of the Trade Date therefor solely due to any failure of such Portfolio Investment to settle on the Settlement Date proposed therefor.

SECTION2.06Financing Commitment Increase Option. The Company may, at any time during the Reinvestment Period, submit a Financing Commitment Increase Option Request for an increase in the Financing Commitment (any Financing Commitment resulting from approval of a Financing Commitment Increase Option Request, an “Increased Financing Commitment”), subject to satisfaction of the following conditions precedent:

(a)each of the Lenders and the Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Financing Commitment Increase Option Request;

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(b)no Market Value Event shall have occurred and no Default or Event of Default shall have occurred and be continuing, in each case, on and as of the Financing Commitment Increase Date;

(c)the Borrowing Base Test is satisfied on and as of the Financing Commitment Increase Date;

(d)all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Financing Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date;

(e)no commitment termination or reduction shall have occurred pursuant to Section 4.07(a)(i)(B) prior to the Financing Commitment Increase Date;

(f)the Company shall have paid to the Administrative Agent on the Financing Commitment Increase Date, for the account of each Lender, the Commitment Increase Upfront Fee;

(g)any Financing Commitment Increase Option Request shall be in an amount not less than $100,000,000; and

(h)any Financing Commitment Increase Option Request that would result in the aggregate amount of Financing Commitments to be greater than $1,250,000,000 shall require the prior authorization of Parent’s Board of Directors; and

(i)receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (f)(ii) on the A&R Effective Date.

SECTION2.07Duration Extension. Upon the occurrence of an Investment Period Extension, subject to satisfaction of the following conditions precedent, the Scheduled Termination Date shall automatically be extended by one (1) year to December 3, 2026 (such extension, the “Extended Financing Commitment”):

(a)the Administrative Agent and each Lender shall have received notice and evidence reasonably satisfactory to them of the occurrence of an Investment Period Extension within five (5) Business Days of such occurrence;

(b)the Company shall have paid to the Administrative Agent, on the date of effectiveness of such Duration Extension, for the account of each Lender, a Duration Extension Upfront Fee;

(c)no Market Value Event shall have occurred and no Default or Event of Default shall have occurred and be continuing, in each case, on and as of the date of such Duration Extension;

(d)no commitment termination or reduction shall have occurred pursuant to Section 4.07(a)(i)(B) prior to the date of such Duration Extension;

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(e)the Borrowing Base Test is satisfied on and as of the date of such Duration Extension;

(f)the Company shall have taken any action as may be reasonably requested by any Secured Parties pursuant to Section 6.02(aa);

(g)the Reinvestment Period has not ended; and

(h)all of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Duration Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date.

ARTICLE III
ADDITIONAL TERMS APPLICABLE TO THE ADVANCES

SECTION3.01The Advances.

(a)Making the Advances. If the Lenders are required to make a Line Advance to the Company as provided in Section 2.03, then each Lender shall make such Line Advance on the proposed date thereof by wire transfer of immediately available funds to (x) the Collateral Agent for deposit to the Collection Account or (y) in the case of Line Advances denominated in any Permitted Non-USD Currency, the applicable Permitted Non-USD Currency Account). Each Lender at its option may make any Line Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Line Advance; provided that any exercise of such option shall not affect the obligation of the Company to repay such Line Advance in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Line Advances, except that prepayments made after the Reinvestment Period shall result in a reduction of Financing Commitments as provided in Section 4.07(e).

(b)Interest on the Advances. Subject to Section 3.01(h), all outstanding Line Advances shall bear interest (from and including the date on which such Line Advance is made to but excluding the Maturity Date or, if earlier, the date on which such Line Advance is repaid) at a per annum rate equal to the applicable Reference Rate for each Calculation Period, as applicable, in effect plus the Applicable Margin for Advances set forth on the Transaction Schedule; provided that, following the occurrence and during the continuance of an Event of Default under clause (a), (d), (e) or (m) of Article VII, all outstanding Advances and any unpaid interest thereon shall bear interest (from and including the date of such Event of Default to but excluding the Maturity Date or, if earlier, the date on which such Advance is repaid) at a per annum rate equal to the Reference Rate for each Calculation Period, as applicable, in effect plus the Adjusted Applicable Margin.

(c)Evidence of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder and the applicable currency thereof. The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices a register (the “Register”) in which it shall record (1) the amount of each Advance made hereunder, (2) the amount of any principal or interest due and payable or to become due and payable from

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the Company to each Lender hereunder and (3) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the Register maintained pursuant to this paragraph (c) shall be conclusive absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such Register or any error therein shall not in any manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement.

Any Lender may request that Line Advances made by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or its registered assigns) and in a form approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed). Thereafter, the Line Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

(d)Pro Rata Treatment. Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances shall be made on a pro rata basis by or to the Lenders in accordance with their respective portions of the Financing Commitments in respect of Advances held by them.

(e)Illegality. Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company that the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, makes it unlawful, or any Governmental Authority asserts that it is unlawful, for a Lender or the Administrative Agent to perform its obligations hereunder to fund or maintain Advances hereunder in any applicable currency, then (1) the obligation of such Lender or the Administrative Agent hereunder to fund or maintain the Advances in such currency shall immediately be suspended until such time as such Lender or the Administrative Agent determines (in its sole discretion) that such performance is again lawful, (2) at the request of the Company, such Lender or the Administrative Agent, as applicable, shall use reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses), until such time as the Advances are required to be prepaid as required under clause (3) below, to transfer all of its rights and obligations under this Agreement to another of its offices, branches or Affiliates with respect to which such performance would not be unlawful, and (3) if such Lender or the Administrative Agent is unable to effect a transfer under clause (2), then any outstanding Advances of such Lender in such applicable currency shall be promptly paid in full by the Company (together with all accrued interest and all other amounts owing hereunder) but not later than the earlier of (x) if the Company requests such Lender or the Administrative Agent to take the actions set forth in clause (2) above, 20 calendar days after the date on which such Lender or the Administrative Agent notifies the Company in writing that it is unable to transfer its rights and obligations under this Agreement as specified in such clause (2) and (y) such date as shall be mandated by law; provided that, to the extent that any such adoption or change makes it unlawful for the Advances to bear interest by reference to the applicable Reference Rate, then the foregoing clauses (1) through (3) shall not apply and the Advances subject to such Reference Rate shall bear interest (from and after the last day of the Calculation Period ending immediately after such adoption or change) at a per annum rate equal to the applicable Base Rate plus the relevant Applicable Margin for Advances set forth on the Transaction Schedule; provided, further, that no breakage costs shall be payable in connection with this Section 3.01(e).

(f)Increased Costs.

(i)If any Change in Law shall:

(A)impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or

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other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank;

(B)impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender or any Letter of Credit or participation therein; or

(C)subject any Lender, Issuing Bank or the Administrative Agent to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender, Issuing Bank or the Administrative Agent of making, continuing, converting or maintaining any Advance or Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or the Administrative Agent hereunder (whether of principal, interest or otherwise), then, upon request by such Lender, Issuing Bank or the Administrative Agent, the Company will pay to such Lender, Issuing Bank or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered.

(ii)If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Advances made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or such Issuing Bank to be material (which demand shall be accompanied by a statement setting forth the basis for such demand; provided that in no event shall any Lender or Issuing Bank be required to provide any information or documentation to the extent such Lender or such Issuing Bank reasonably determines providing the same would constitute a breach by such Lender or Issuing Bank of confidentiality obligations), then from time to time the Company will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank, or such Person’s holding company for any such reduction suffered.

(iii)A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate, and the basis for such compensation of, such Lender, such Issuing Bank, or its holding company, as the case may be, as specified in paragraph (i) or (ii) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(iv)Failure or delay on the part of any Lender, any Issuing Bank or the Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, Issuing Bank’s or the Administrative Agent’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender, Issuing Bank or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender, such Issuing Bank or the

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Administrative Agent notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Administrative Agent’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(v)Each of the Lenders, the Issuing Banks and the Administrative Agent agrees that it will take such commercially reasonable actions as the Company may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 3.01(f); provided that no Lender, Issuing Bank or the Administrative Agent shall be obligated to take any actions that would, in the reasonable opinion of such Lender, Issuing Bank or the Administrative Agent, be disadvantageous to such Lender, Issuing Bank or the Administrative Agent (including, without limitation, due to a loss of money). In no event will the Company be responsible for increased amounts referred to in this Section 3.01(f) which relates to any other entities to which any Lender or Issuing Bank provides financing.

(vi)If any Lender (A) provides notice of unlawfulness or requests compensation under clause (e) above or this clause (f) or Section 3.03 or (B) is a Defaulting Lender under clause (i) of the definition of such term (or, in the case of a requirement to assign or delegate interests, rights and obligations as set forth below, is otherwise a Defaulting Lender), then the Company may, at its sole expense and effort, upon written notice to such Lender and the Administrative Agent, prepay the Advances of such Lender or require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related transaction documents to an assignee identified by the Company that shall assume such obligations (whereupon such Lender shall be obligated to so assign), provided that, (x) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder through the date of such assignment and (y) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder shall be payable to such Lender in connection with any such prepayment or assignment.

(g)No Set-off or counterclaim. Subject to Section 3.03, all payments to be made hereunder by the Company in respect of the Advances shall be made without set-off or counterclaim and in such amounts as may be necessary in order that every such payment (after deduction or withholding for or on account of any present or future Taxes imposed by the jurisdiction in which the Company is organized or any political subdivision or taxing authority therein or thereof) shall not be less than the amounts otherwise specified to be paid under this Agreement.

(h)Interest Rate Unascertainable, Inadequate or Unfair. (i) In the event that (A)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable Reference Rate (including because the Relevant Screen Rate is not available or published on a current basis) for the applicable currency and such Calculation Period; provided that no Benchmark Transition Event shall have occurred at such time or (B) the Administrative Agent is advised by the Required Lenders that such Reference Rate for the applicable Calculation Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances (or its Advance) for the applicable currency and such Calculation Period, then the Administrative Agent shall forthwith so notify the Company and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter (with a copy to the Collateral Agent), and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any Request for Line Advance with respect to the applicable Reference Rate for the applicable Calculation Period shall be ineffective and (y) the

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obligations of the Lenders to make any Advances in connection with such Reference Rate shall be suspended. Furthermore, if any Advance in connection with the applicable Reference Rate is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 3.01(h)(i), then on the last day of the Calculation Period (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

(ii)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to U.S. Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) 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 Lenders comprising the Required Lenders.

(iii)[Reserved].

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

(v)The Administrative Agent will promptly notify the Company and the Lenders (with a copy to the Collateral Agent) of (i) any occurrence of a Benchmark Transition Event, (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 (vii) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.01(h), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.01(h).

(vi)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 or EURIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that

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publishes such rate from time to time as selected by the Administrative Agent 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 Administrative Agent may modify the definition of “Calculation 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 Administrative Agent may modify the definition of “Calculation Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(vii)Upon the Company's receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any Request for Line Advance and, failing that, such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of the day on which such Advance is made. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the applicable Reference Rate, then on the last day of the Calculation Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

SECTION1.02[Reserved].

SECTION4.03Taxes.

(a)Payments Free of Taxes. All payments to be made hereunder by the Company in respect of the Advances shall be made without deduction or withholding for any Taxes, except as required by Applicable Law (including FATCA). If any Applicable Law requires the deduction or withholding of any Tax from any such payment by the Company, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Company. The Company shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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

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(d)Indemnification by the Lenders. Each Lender shall indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of 10.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e)Evidence of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this Section 3.03, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)Status of Secured Parties. (i) Any Secured Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.03(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(i)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under

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any Loan Document, an executed IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, an IRS Form W-8BEN or IRS Form W-8BEN-E or any applicable successor form establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)an executed IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” of the Company or any Pledgor within the meaning of Section 881(c)(3)(B) of the Code, and is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form; or

(iv)to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;

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

(D)if a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement;

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

(E)The Administrative Agent shall deliver to the Company an electronic copy of an IRS Form W-9 upon becoming a party under this Agreement attesting to the fact that it is a “U.S. person”

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and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 and a “U.S. financial institution” within the meaning of Treasury Regulations Section 1.1471-3T and that it will comply with its obligations to withhold under Section 1441 and FATCA.

(g)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival. Each party’s obligations under this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Financing Commitments, and the repayment, satisfaction or discharge of all obligations under any Loan Document.

ARTICLE IV
COLLECTIONS AND PAYMENTS

SECTION4.01Interest Proceeds. The Company shall notify the Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account or the applicable Permitted Non-USD Currency Account. To the extent Interest Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Interest Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Servicer; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Interest Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be converted to U.S. Dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date and deposited into the Collection Account for application as described below at the written direction of the Company or the Servicer on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent) unless not required for interest payments in the same currency in accordance with Section 4.03 on the immediately succeeding Interest Payment Date (or such later date, as reasonably determined by the Servicer).

Interest Proceeds shall be retained in the Collection Account (or any Permitted Non-USD Currency Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Servicer on its behalf) delivered to the Collateral Agent in Cash Equivalents

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denominated in the applicable currency of such account selected by the Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“Eligible Investments”). Eligible Investments shall mature no later than the end of the then-current Calculation Period. In the absence of any such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested.

Interest Proceeds on deposit in the Collection Account (or any Permitted Non-USD Currency Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement.

SECTION4.02Principal Proceeds. The Company shall notify the Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account or a Permitted Non-USD Currency Account, as applicable. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Servicer; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. Other than amounts allocated to purchase a Permitted Non-USD Currency Portfolio Investment following the satisfaction of the conditions precedent set forth in Section 1.03, Principal Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be converted to U.S. Dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date and deposited into the Collection Account for application as described below at the written direction of the Company or the Servicer on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent).

All Principal Proceeds shall be retained in the Collection Account (or any Permitted Non-USD Currency Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Servicer on its behalf) in Eligible Investments denominated in the applicable currency of such account selected by the Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, Principal Proceeds shall remain uninvested.

Principal Proceeds on deposit in the Collection Account (or any Permitted Non-USD Currency Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) to be deposited into the Unfunded Exposure Account or (iv) to make Permitted Distributions (including any Ratable Distribution) or Permitted RIC Distributions in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

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SECTION4.03Principal and Interest Payments; Prepayments; Commitment Fee.

(a)The Company shall pay the unpaid principal amount of the Advances in cash in the currency in which each relevant Advance was made (together with accrued interest thereon) to the Administrative Agent for the account of each Lender on the Maturity Date in accordance with the Priority of Payments and any and all cash in the Collateral Accounts shall be applied to the satisfaction of the Secured Obligations on the Maturity Date and on each Additional Distribution Date in accordance with the Priority of Payments.

(b)Accrued interest on the Advances shall be payable in arrears on each Interest Payment Date, each Additional Distribution Date and the Maturity Date in accordance with the Priority of Payments; provided that (i) interest accrued pursuant to the proviso to Section 3.01(b) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Advances, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) for the avoidance of doubt, interest on Advances shall continue to accrue during the period between the end of a Calculation Period and the corresponding Interest Payment Date, with such accrued interest to be included in the calculation of interest for the immediately succeeding Calculation Period. Each payment of interest on an Advance shall be made in the currency in which such Advance was made.

(c)(i) Subject to the requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding Advances (which prepayment shall result in a termination of Financing Commitments to the extent required pursuant to Section 4.07) in whole or in part (A) on any Business Day that (i) JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or (ii) JPMorgan Chase Bank, National Association and/or its Affiliates refinance this Agreement into a new credit facility (or similar facility) in which such parties hold a majority of the commitments and loans thereunder, (B) in connection with a Market Value Cure, (C) following the occurrence of an Approval Termination Event or (D) up to but not more than five (5) times during any Calculation Period; provided that the Company may not prepay any outstanding Advances pursuant to this Section 4.03(c)(i)(D) during the Non-Call Period in an amount that would cause the aggregate outstanding principal amount of the Advances to be below the Minimum Funding Amount. The Company shall notify the Administrative Agent, the Collateral Agent and the Collateral Administrator by electronic mail of an executed document (attached as a .pdf or similar file) of any prepayment pursuant to this Section 4.03(c)(i) (other than pursuant to Section 4.03(c)(i)(B)) not later than 5:00 p.m., New York City time, two (2) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Except in connection with a Market Value Cure, each partial prepayment of outstanding Advances shall be in an amount not less than U.S.$1,000,000 or such lesser amount as is outstanding. Prepayments shall be accompanied by accrued and unpaid interest.

(ii)At the request of any Lender, any optional prepayment pursuant to Section 4.03(c)(i)(D) that is made on a date other than an Interest Payment Date shall be accompanied by any costs incurred by such Lender in respect of the breakage of its funding at the applicable Reference Rate for the related Calculation Period.

(d)The Company agrees to pay to the Administrative Agent, for the account of each Lender (other than a Defaulting Lender), a Commitment Fee in accordance with the Priority of Payments. Accrued Commitment Fees shall be payable in arrears on each Interest Payment Date, and on the date on which the Financing Commitments terminate. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For the avoidance of doubt, no Commitment Fee shall accrue on the unused

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amount of any increase in the Financing Commitment resulting from a Financing Commitment Increase Option Request until the related Financing Commitment Increase Date.

(e)The Company agrees to pay the Administrative Agent, for the account of each Lender, an Upfront Fee, no later than the earlier of (x) the “Due Date” specified in the definition of “Upfront Fee” and (y) the termination of the Financing Commitments in whole or the termination of this Agreement, whether upon the occurrence of the Maturity Date or otherwise. Once paid, such fees or any part thereof shall not be refundable under any circumstances.

(f)Without limiting Section 4.03(c), the Company shall have the obligation from time to time to prepay outstanding Advances in whole or in part on any date with proceeds from Capital Contributions and/or sales of Portfolio Investments directed by the Administrative Agent pursuant to Section 1.04 and as set forth in Section 8.01(h). All such prepayments shall be made in the currency of the applicable Advances and accompanied by accrued and unpaid interest in the same currency, and with respect to each currency shall be applied to the repayment of the longest outstanding Advance in such currency.

(g)Notwithstanding any other provision of this Agreement, each optional repayment by the Company of an Advance hereunder may only be made if, after giving effect to such repayment, the outstanding principal amount of Advances denominated in any Permitted Non-USD Currency does not exceed an amount equal to the product of (i) 20% and (ii) the Financing Commitments then in effect.

(h)The Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Margin used to determine the interest rate applicable to Term SOFR Rate Advances, during the period from and including the A&R Effective Date to but excluding the later of the date on which such Lender’s Financing Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum separately agreed upon between the Company and such Issuing Bank on the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such Letter of Credit, during the period from and including the A&R Effective Date to but excluding the later of the date of termination of the Financing Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating the Letters of Credit as from time to time in effect. Participation fees, fronting fees and any other fees payable to an Issuing Bank pursuant to this paragraph, in each case accrued through and including the last day of each calendar quarter shall be payable on the Interest Payment Date after such calendar quarter, commencing on the first such date to occur after the A&R Effective Date; provided that all such fees shall be payable on the date on which the Financing Commitments terminate and any such fees accruing after the date on which the Financing Commitments terminate shall be payable on demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

SECTION4.04MV Cure Account.

(a)The Company shall cause all cash received by it in connection with a Market Value Cure to be deposited in the MV Cure Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the MV Cure Account such amounts received by it (and identified in

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writing as such) immediately upon receipt thereof. Prior to the Maturity Date, all cash amounts in the MV Cure Account shall be invested in overnight Eligible Investments at the written direction of the Administrative Agent (as directed by the Required Lenders). In the absence of any written direction from the Administrative Agent, cash amounts in the MV Cure Account shall remain uninvested. All amounts contributed to the Company by the Parent in connection with a Market Value Cure shall be paid free and clear of any right of chargeback or other equitable claim.

(b)Amounts on deposit in the MV Cure Account may be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company with prior notice to the Administrative Agent (or, following the occurrence and during the continuance of an Event of Default and the declaration of the Advances then outstanding to be due and payable pursuant to Article VII or following the occurrence of a Market Value Event, to the Lenders for prepayment of Advances and reduction of Financing Commitment); provided that the Company may not direct any withdrawal from the MV Cure Account if the Borrowing Base Test is not satisfied (or would not be satisfied after such withdrawal).

SECTION4.05Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Account (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “Priority of Payments”):

(a)to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under any Account Control Agreement (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the Commitment Fee and Letter of Credit fees payable to the Lenders, but including Lender indemnities) due hereunder and under any Account Control Agreement or payable to any Governmental Authority in respect of Taxes payable by the Company or filing, registration or similar fees, up to a maximum amount under this clause (a) of U.S.$250,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);

(b)to pay (i) interest due in respect of the Advances and any increased costs and commitment fees payable to the Lenders (pro rata based on amounts due) and (ii) unpaid Letter of Credit fees and interest on unreimbursed LC Disbursements payable to the Lenders and Issuing Banks (pro rata based on amounts due);

(c)to (i) pay on each Interest Payment Date, all prepayments of the Line Advances and unreimbursed LC Disbursements permitted or required under this Agreement (including any applicable premium), (ii) pay on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Line Advances and unreimbursed LC Disbursements until the Line Advances and unreimbursed LC Disbursements are paid in full and (iii) cash collateralize on each Additional Distribution Date in accordance with Section 2.02(j) that portion of LC Exposure comprising any undrawn amount of Letters of Credit ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (c) payable to them; provided that (x) any such amounts applied pursuant to subclause (iii) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject

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to Section 2.02, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (c) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 4.05;

(d)prior to the end of the Reinvestment Period, at the direction of the Servicer, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;

(e)solely with respect to Principal Proceeds, (i) following the end of the Reinvestment Period and prior to the first anniversary thereof, to make a Ratable Distribution, (ii) on or following the first anniversary of the end of the Reinvestment Period, solely to pay principal of the Line Advances and unreimbursed LC Disbursements until the Line Advances and unreimbursed LC Disbursements are paid in full and (iii) upon satisfaction of the payments in the foregoing sub-clause (ii), to cash collateralize on each Additional Distribution Date, if applicable, in accordance with Section 2.02(j) that portion of LC Exposure comprising any undrawn amount of Letters of Credit ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (e) payable to them; provided that (x) any such amounts applied pursuant to subclause (iii) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.02, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (e) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 4.05;

(f)(1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds; and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (D)(2) shall not exceed the Servicer Expense Cap for such Payment Date.

(g)to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;

(h)to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and

(i)(i) on any Interest Payment Date, to deposit any remaining amounts in the Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Account) as Principal Proceeds (or, in the case of remaining Interest Proceeds, at the direction of the Servicer on behalf of the Company, as Interest Proceeds) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.

    Subject to Section 4.06(b), with respect to any amounts payable under Sections 4.05(a) through (i) above resulting from an Advance denominated in any Permitted Non-USD Currency, such amounts shall be first paid using Interest Proceeds and/or Principal Proceeds denominated in such Permitted Non-USD Currency from the applicable Permitted Non-USD Currency Account.

SECTION4.06Payments Generally.

(a)All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Servicer of the calculation of amounts

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payable to the Lenders and to any Issuing Bank in respect of the Advances or the LC Disbursements (and any interest accruing on such LC Disbursement pursuant to Section 2.02(h)), the amounts payable to the Servicer and any other amounts to be paid pursuant to Section 4.05 or deposited into the Collection Account pursuant to Section 2.02. At least two (2) Business Days prior to each Interest Payment Date, the Administrative Agent shall deliver an invoice to the Servicer, the Collateral Agent and the Collateral Administrator in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all payments by the Company hereunder shall be made without setoff or counterclaim. Subject to Section 4.03, all payments hereunder shall be made in U.S. Dollars. Subject to Sections 4.01 and 4.02, all amounts in any Permitted Non-USD Currency Account to be disbursed hereunder will be converted into U.S. Dollars at the Spot Rate no later than (x) two (2) Business Days prior to the Scheduled Termination Date, (y) the Maturity Date, if the Maturity Date occurs prior to the Scheduled Termination Date and (z) each Additional Distribution Date. All interest calculated using any Reference Rate hereunder shall be computed on the basis of a year of 360 days and all interest calculated using the Base Rate hereunder shall be computed on the basis of a year of 365 days in each case, payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)If after receipt of an invoice from the Administrative Agent pursuant to Section 4.06(a) and at least one (1) Business Day prior to any Interest Payment Date or the Maturity Date, the Company does not have a sufficient amount of funds in a Permitted Non-USD Currency on deposit in the applicable Permitted Non-USD Currency Account that will be needed (1) to pay to the Lenders all of the amounts required to be paid in such Permitted Non-USD Currency on such date and/or (2) to pay any expenses required to be paid in accordance with the Priority of Payments, in each case, in the Permitted Non-USD Currency required for such payment (a “Currency Shortfall”), then, so long as no Event of Default shall have occurred and be continuing and no Market Value Event has occurred, the Company shall exchange (or shall direct the Collateral Agent to exchange), in each case with the consent of the Administrative Agent, amounts in U.S. Dollars held in the Collection Account, for such Permitted Non-USD Currency in an amount necessary to cure such Currency Shortfall. Each such exchange shall occur no later than one Business Day prior to such Interest Payment Date or the Maturity Date, as applicable, and shall be made at the Spot Rate. If for any reason the Company shall have failed to effect any such currency exchange by such date, then the Administrative Agent shall be entitled to (but shall not be obligated to) direct such currency exchange on behalf of the Company.

(c)At any time following the occurrence of a Market Value Event or if an Event of Default has occurred and is continuing, the Administrative Agent may in its sole discretion direct the Securities Intermediary, the Bank or the other financial institution maintaining such Collateral Account, as applicable, to exchange amounts held in each Permitted Non-USD Currency Account for U.S. Dollars or to exchange amounts held in the Collateral Accounts for one or more Permitted Non-USD Currencies, in each case at the Spot Rate for application hereunder.

SECTION4.07Termination or Reduction of Financing Commitments.

(a)(i) Subject to the requirements of this Section 4.07(a) the Company shall be entitled at its option (A) on any Business Day that (i) JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or (ii) JPMorgan Chase Bank, National Association and or its Affiliates refinance this Agreement into a new credit facility (or similar facility) in which such parties hold a majority of the commitments and loans thereunder, (B) following the occurrence of an Approval Termination Event or (C) at any time following the Non-Call Period, up to but not more than three times during any Calculation Period, to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, unpaid fees (including any outstanding Upfront Fees), all applicable premium and all other Secured Obligations (other than unmatured contingent

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indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. The Company shall notify the Administrative Agent, the Collateral Agent and the Collateral Administrator by electronic mail of an executed document (attached as a .pdf or similar file) of any termination or reduction, as applicable, pursuant to this Section 4.07(a)(i) not later than 5:00 p.m., New York City time, two (2) Business Days before the date of termination or reduction, as applicable. Each such notice shall be irrevocable and shall specify the date of termination or reduction, as applicable, and the principal amount of the Financing Commitments to be so terminated or reduced, as applicable. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial reduction of Financing Commitments shall be in an amount not less than U.S. $10,000,000.

(ii)Each optional commitment termination or reduction pursuant to Section 4.07(a)(i)(C) that is made, whether in full or in part, (A) during the period beginning with the end of the Non-Call Period and ending six months thereafter, shall be accompanied by a premium equal to 1.5% of the amount of Financing Commitments so terminated or reduced, as applicable.

(b)[Reserved].

(c)The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default.

(d)All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated.

(e)The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

ARTICLE V
THE SERVICER

SECTION5.01Appointment and Duties of the Servicer. The Company hereby appoints the Servicer as its servicer under this Agreement and to perform the investment management functions of the Company set forth herein, and the Servicer hereby accepts such appointment. For so long as no Market Value Event has occurred and no Event of Default has occurred and is continuing and subject to Section 1.04, the services to be provided by the Servicer shall consist of (x) selecting, purchasing, managing and directing the investment, reinvestment and disposition of Portfolio Investments, delivering Notices of Acquisition on behalf of and in the name of the Company and (y) acting on behalf of the Company for all other purposes hereof and the transactions contemplated hereby. The Servicer agrees to comply with all covenants and restrictions imposed on the Company herein and in each other Loan Document. The Company hereby irrevocably appoints the Servicer its true and lawful agent and attorney-in-fact (with full power of substitution) in its name, place and stead and at its expense, in connection with the performance of its duties provided for herein. Without limiting the foregoing:

(a)The Servicer shall perform its obligations hereunder with reasonable care, using a degree of skill not less than that which the Servicer exercises with respect to assets of the nature of the Portfolio Investments that it manages for itself and others having similar investment objectives and restrictions and consistent with practices and procedures followed by institutional managers of national standing relating to assets of the nature and character of the Portfolio under similar circumstances; and

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(b)The Servicer shall not (and shall not cause the Company to) take any action that it knows or reasonably should know would (1) violate the constituent documents of the Company, (2) violate any law, rule or regulation applicable to the Company, (3) require registration of the Company as an “investment company” under the Investment Company Act of 1940, or (4) cause the Company to violate the terms of this Agreement, any other Loan Document or any instruments relating to the Portfolio Investments.

The Servicer may employ third parties (including its Affiliates) to render advice (including investment advice) and assistance to the Company and to perform any of the Servicer’s duties hereunder, provided that the Servicer shall not be relieved of any of its duties or liabilities hereunder regardless of the performance of any services by third parties. For the avoidance of doubt, neither the Administrative Agent nor any Lender shall have the right to remove or replace the Servicer as servicer hereunder. The Servicer shall be entitled to be paid the Servicer Fee and have its expenses reimbursed as provided in the Priority of Payments.

SECTION5.02Servicer Representations as to Eligibility Criteria; Etc. The Servicer agrees to comply with all covenants and restrictions imposed on the Company hereunder and not to act in contravention of this Agreement. The Servicer represents to the other parties hereto that (a) as of the Trade Date and Settlement Date for each Portfolio Investment purchased, such Portfolio Investment meets all of the applicable Eligibility Criteria (unless otherwise consented to by the Administrative Agent) and, except as otherwise permitted hereunder, the Concentration Limitations shall be satisfied (unless otherwise consented to by the Administrative Agent) and (b) all of the information contained in the related Notice of Acquisition is true, correct and complete in all material respects; provided that, to the extent any such information was furnished to the Company by any third party, such information is as of its delivery date true, complete and correct in all material respects to the knowledge of the Servicer.

SECTION5.03Indemnification. The Servicer shall indemnify and hold harmless the Company, the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders and their respective affiliates, directors, officers, stockholders, partners, agents, employees and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, demands, damages or liabilities of any kind, including legal fees and disbursements (collectively, “Liabilities”), and shall reimburse each such Indemnified Person on a current basis for all reasonable and documented expenses (including reasonable and documented fees and disbursements of counsel), incurred by such Indemnified Person in connection with investigating, preparing, responding to or defending any investigative, administrative, judicial or regulatory action, suit, claim or proceeding, relating to or arising out of (a) any breach by the Servicer of any of its obligations hereunder (including, for the avoidance of doubt, the obligation set forth in Section 6.02(k) to comply with any applicable conflicts procedure set forth in its constituent documents), (b) the failure of any of the representations or warranties of the Servicer set forth herein to be true when made or when deemed made or repeated, (c) any liabilities that arise to the extent due to their bad faith or willful misconduct and (d) fraud at the Company or any Pledgor. Except as set forth in the immediately preceding sentence to the extent such Indemnified Person incurs such Liabilities from a third party, in no event shall the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Servicer has been advised of such loss or damage and regardless of the form of action. For the avoidance of doubt, this Section 5.03 does not provide for indemnification that would have the effect of recourse for non-payment of the Portfolio Investments due solely to a discharge in bankruptcy or similar insolvency proceeding with respect to any obligor thereunder or other reasons relating solely to the credit quality or performance of the Portfolio Investments (including Liabilities that represent losses from Portfolio Investments due to the related obligor’s financial inability to pay) and not, in either case, relating to or arising out of the matters set forth in the clauses of the immediately preceding sentence.

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This Section 5.03 shall survive the termination of this Agreement and the repayment of all amounts owing to the Secured Parties hereunder.

ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION6.01Representations and Warranties. The Company (and (i) with respect to clauses (a) through (e), (l), (n), (o), (t) through (w), and (aa), the Servicer and (ii) with respect to all clauses other than (f), (g), (m), (o), (q), (r), (s), (z), (aa) and (bb), each Pledgor) represent to the other parties hereto solely with respect to itself that as of the date hereof and each Trade Date (or as of such other date as maybe expressly set forth herein):

(a)it is duly organized, formed, registered or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its organization, formation, registration or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document to which it is or may become a party and to consummate the transactions herein and therein contemplated;

(b)the execution, delivery and performance of this Agreement and each such other Loan Document, and the consummation of the transactions contemplated herein and therein have been duly authorized by it and this Agreement and each other Loan Document to which it is or may become a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to (A) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and (B) equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law);

(c)the execution, delivery and performance of this Agreement and each other Loan Document to which it is or may become a party and the consummation of the transactions contemplated herein and therein do not conflict with the provisions of its governing instruments and will not violate in any material way any provisions of Applicable Law or regulation or any applicable order of any court or regulatory body and will not result in the material breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected;

(d)it is not subject to any Adverse Proceeding;

(e)it has obtained all consents and authorizations (including all required consents and authorizations of any Governmental Authority) that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement and each other Loan Document to which it is or may become a party and each such consent and authorization is in full force and effect except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;

(f)the Company is not required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended;

(g)it has not issued any securities that are or are required to be registered under the Securities Act of 1933, as amended, and it is not a reporting company under the Securities Exchange Act of 1934, as amended;

(h)(i) with respect to any Pledgor, it has no Indebtedness on or prior to the Transition Date (other than any preferred stock), and (ii) with respect to the Company, it has no

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Indebtedness other than, in each case, (x) Indebtedness incurred under the terms of the Loan Documents, (y) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Loan Documents and (z) if applicable, the obligation to make future payments under any Delayed Funding Term Loan or Revolving Loan;

(i)

(i)    Neither the Company nor any Pledgor(A) has established, maintains, contributes to or has any obligation to contribute to any Plan or (B) other than as would not reasonably be expected to result in a Material Adverse Effect, has any liability with respect to any Plan established, maintained or contributed to by any member of the Company’s or such Pledgor’s Controlled Group;

(ii)    The assets of each Pledgor (other than the Parent) do not constitute Plan Assets;

(iii)    Either (A) the assets of the Company and the Parent do not constitute Plan Assets or (B) (I) each of the Company and the Parent is an investment fund (as defined in Part VI(b) of the QPAM Exemption) and the Investment Manager qualifies as a QPAM and in such capacity has made the decision on behalf of each of the Company and the Parent to enter into the Loan Documents and the transactions contemplated thereunder, (II) assuming the representations set forth in Section 9.03(c) of this Agreement are true and accurate in all respects, the conditions of Part I(b) through (g) of the QPAM Exemption (and, to the knowledge of the Company or the Parent, the conditions of Part I(a) of the QPAM Exemption) are satisfied with respect to the Loan Documents and the transactions contemplated thereunder, (III) assuming the representations set forth in Section 9.03 are true and accurate in all respects (including that no source of funds used to make the Loans constitutes Plan Assets, unless the applicable Lender relied on an available Prohibited Transaction exemption (all requirements of which are met)) and the conditions of Part I(a) of the QPAM Exemption are otherwise satisfied (if applicable), the execution, delivery and performance of this Agreement and the other Loan Documents, the borrowing and repayment of amounts under this Agreement and the enforcement of the Obligations directly against the Investors, do not and will not constitute a non-exempt “prohibited transaction” under Section 406(a) of ERISA or Section 4975(c)(1)(A) - (D) of the Code (a “Prohibited Transaction”), and (IV) neither the Administrative Agent, any Lender nor any of their respective Related Parties (x) has exercised, or has any authority to exercise, any discretionary authority or control with respect to any assets of the Company or the Parent involved in any transaction contemplated under this Agreement or any of the other Loan Documents, (y) has provided, or has any authority to provide, any “investment advice” (as defined in Department of Labor Regulation § 2510.3-21(c), as amended, or Treasury Regulation § 54.4975-9(c), as amended) on which the Company or the Parent is relying in making the investment decision to enter into the Loan Documents and any transaction thereunder, or (z) is or shall become a fiduciary (including within the meaning of Section 3(21) of ERISA) with respect to the Company, the Parent or any Benefit Plan Investor as a result of the Loan Documents or any transaction contemplated thereunder;

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(j)as of the date of this Agreement it is, and after giving effect to any Advance it will be, Solvent and it is not entering into this Agreement or any other Loan Document or consummating any transaction contemplated hereby or thereby with any intent to hinder, delay or defraud any of its creditors;

(k)it is not in default under any other contract to which it is a party except where such default would not reasonably be expected to have a Material Adverse Effect;

(l)it has complied in all material respects with all Applicable Laws, judgments, agreements with governmental authorities, decrees and orders with respect to its business and properties and the Portfolio, except where noncompliance would not reasonably be expected to have a Material Adverse Effect;

(m)it does not have any Subsidiaries or own any Investments in any Person other than the Portfolio Investments or Investments (i) constituting Eligible Investments (as measured at their time of acquisition), (ii) acquired by the Company as permitted hereunder (including Parent Originated Investments), or (iii) those the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment or any issuer thereof;

(n)(x) it has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters actually known to it that, individually or in the aggregate, could reasonably be expected to result, in each case, in a Material Adverse Effect (y) no information (other than projections, forward-looking information, general economic data, industry information) heretofore furnished by or on behalf of it in writing to the Administrative Agent or any Lender in connection with this Agreement or any transaction contemplated hereby (after taking into account all updates, modifications and supplements to such information) contains (or, to the extent any such information was furnished by a third party or relates to a third party, to its knowledge contains), when taken as a whole, as of its delivery date, any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (z) as of the A&R Effective Date, to the best of its knowledge, the information included in the Beneficial Ownership Certification provided on or prior to the A&R Effective Date to any Lender in connection with this Agreement is true and correct in all respects;

(o)all of the conditions to the acquisition of the Portfolio Investments specified in Section 1.03 have been satisfied or waived;

(p)it has timely filed all material Tax returns required by Applicable Law to have been filed by it; all such Tax returns are true and correct in all material respects; and it has paid or withheld (as applicable) all material Taxes owing or required to be withheld by it (if any), as applicable, shown on such Tax returns, except, any such Taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside in accordance with GAAP on its books and records;

(q)the Company is and will be treated as a disregarded entity for U.S. federal income tax purposes;

(r)the Company is and will be wholly owned by the Parent, which is a U.S. Person;

(s)prior to the date hereof, the Company has not engaged in any business operations or activities other than as an ownership entity for Portfolio Investments and similar Loan or debt obligations and activities incidental thereto;

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(t)neither it nor, to its knowledge, any of its Subsidiaries is (i) a Sanctioned Person; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. It is in material compliance with all applicable Sanctions and also in material compliance with all applicable provisions of the PATRIOT Act;

(u)it has implemented and maintains in effect policies and procedures designed to prevent violation by it, its directors, managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable Sanctions, and its officers and directors and, to its knowledge, their respective employees and members are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in it being designated as a Sanctioned Person. None of (i) it or its directors, officers, managers or (ii) to the knowledge of it, any director, manager or employee of it, as applicable, that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person;

(v)

(i)the Loan Documents represent all of the material agreements between the Servicer, each Pledgor and the Contributor, on the one hand, and the Company, on the other;

(ii)it has good and marketable title to its Collateral, as applicable, free of any Liens (other than Permitted Liens) and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming it or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto, as necessary or advisable in connection with the Contribution Agreement or which has been terminated;

(w)it is not relying on any advice (whether written or oral) of any Lender, Agent or any of their respective Affiliates in connection with the Loan Documents or the transactions contemplated thereby;

(x)there are no judgments for Taxes with respect to it and no claim is being asserted with respect to its Taxes, except to the extent that any such claim is being contested in compliance with clause (p) above;

(y)upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in the Collateral acquired with the proceeds of such Advance, free and clear of any adverse claim (other than Permitted Liens) or restrictions on transferability;

(z)the Parent (i) is not required to register as an investment company under the Investment Company Act of 1940, as amended, and (ii) has elected to be treated as a business development company for purposes of the Investment Company Act of 1940, as amended;

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(aa)[reserved];

(bb)all proceeds of the Advances will be used by the Company only in accordance with the provisions of this Agreement. No part of the proceeds of any Advance will be used by it to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock. Neither the making of any Advance nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve Board. No Advance is secured, directly or indirectly, by Margin Stock, and the Collateral does not include Margin Stock;

(cc)the Parent complies and will comply in all material respects with applicable asset coverage and other leverage limits as may be applicable to the Parent under the Investment Company Act of 1940, as amended, as interpreted by the Securities and Exchange Commission (“SEC”) and its staff from time to time, giving effect to any exemptive relief granted to the Parent by the SEC; and

(dd)the aggregate amount of the Unfunded Capital Commitments of all Investors as of the A&R Effective Date is $517,800,000. The aggregate amount of the Eligible Unfunded Capital Commitments as of the A&R Effective Date is $516,112,500. There are no Capital Call Notices outstanding except as otherwise disclosed in writing to Administrative Agent. To its knowledge, no Investor is in default under the Pledgor Constituent Documents or its Subscription Agreement except as otherwise disclosed in writing to Administrative Agent. Each Pledgor is the sole legal and equitable owner of the Capital Contributions resulting from any Capital Call on the Unfunded Capital Commitments of the Investors, has the sole right to make Capital Calls on the Investors for payment of all or any portion of their Unfunded Capital Commitments and, prior to the A&R Effective Date, has satisfied all conditions to its rights to make a Capital Call, including any and all conditions contained in the Pledgor Constituent Documents.

SECTION6.02Covenants of the Company and the Servicer. The Company (and (i) with respect to clauses (e), (g), (h) (solely with respect to the Company), (k), (o), (r), (bb), and (hh), the Servicer, (ii) with respect to clauses (b) (solely with respect to sub-clause (iv)), (d), (e), (f), (g), (i), (j), (k), (l), (m) (solely with respect to the proviso therein), (o), (p) (solely with respect to sub-clause (i)), (r), (aa), (ee), (hh) through (jj), (mm), (nn), (oo), and (ss), each Pledgor and (iii) with respect to clauses (pp) (solely with respect to sub-clause (i)), (qq) and (rr), the Feeder Fund and Feeder General Partner):

(a)shall at all times conduct its business and operations in accordance with Section 5(c) and Section 9(j) of its limited liability company agreement (as in effect as of the date hereof).

(b)shall not (i) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the preceding clause (a) including, other than with respect to any warrants received in connection with a Portfolio Investment, controlling the decisions or actions respecting the daily business or affairs of any other Person except as otherwise permitted hereunder (which, for the avoidance of doubt, shall not prohibit the Company from taking, or refraining to take, any action under or with respect to a Portfolio Investment); (ii) fail to be Solvent; (iii) release, sell, transfer, convey or assign any Portfolio Investment unless in accordance with the Loan Documents; (iv) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of the Company and the transactions contemplated by the Contribution Agreement, enter into any transaction with an Affiliate of the Company except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction; (v) identify itself as a department or division of any other Person; or (vi) own any asset or property other than the Collateral and the related assets and incidental personal property necessary for the ownership or operation of these assets.

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(c)shall take all actions consistent with and shall not take any action contrary to the “Facts and Assumptions” sections in the opinions of Latham & Watkins LLP, dated the Original Effective Date, relating to certain true contribution matters;

(d)shall not create, incur, assume or suffer to exist any Indebtedness (other than any preferred stock) other than (i) Indebtedness incurred under the terms of the Loan Documents, (ii) Indebtedness incurred pursuant to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Loan Documents, (iii) if applicable, the obligation to make future payments under any Delayed Funding Term Loan or Revolving Loan; provided that, on or after the Transition Date, this clause (d) shall not apply to any Pledgor;

(e)shall comply in all material respects with all Anti-Corruption Laws and applicable Sanctions and shall maintain in effect and enforce policies and procedures designed to prevent violation, in all material respects, by it and its directors, managers, officers and employees with Anti-Corruption Laws and applicable Sanctions;

(f)shall not amend (1) any of its constituent documents or (2) any document to which it is a party in any manner that would reasonably be expected to adversely affect the Lenders in any material respect, without, in each case, the prior written consent of the Administrative Agent;

(g)shall not (A) permit the validity or effectiveness of this Agreement or any grant hereunder to be impaired, or permit the Lien of this Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this Agreement, any other Loan Document or the Advances, except as may be expressly permitted hereby, (B) permit any Lien to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds thereof, in each case, other than Permitted Liens or (C) take any action that would cause the Lien of this Agreement not to constitute a valid perfected security interest in the Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof, as applicable, except for Permitted Liens;

(h)shall not, without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), which consent may be withheld in the sole and absolute discretion of the Required Lenders, enter into any hedge agreement;

(i)shall not change its name, identity or corporate or partnership structure in any manner that would make any financing statement or continuation statement filed by it (or by the Collateral Agent on its behalf) in accordance with subsection (a) above materially misleading or change its jurisdiction of organization, formation, registration or incorporation unless it shall have given the Administrative Agent and the Collateral Agent at least 30 days (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice thereof, and shall promptly file, or authorize the filing of, appropriate amendments to all previously filed financing statements and continuation statements (and shall provide a copy of such amendments to the Collateral Agent and the Administrative Agent together with written confirmation to the effect that all appropriate amendments or other documents in respect of previously filed statements have been filed);

(j)shall do or cause to be done all things reasonably necessary to (i) preserve and keep in full force and effect its existence as a limited liability company, exempted company or exempted limited partnership, corporation, as applicable, and take all reasonable action to maintain its rights, franchises, licenses and permits material to its business in the jurisdiction of its formation and (ii) qualify and remain qualified as a limited liability company or corporation, as applicable, in good standing in each

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jurisdiction in which such qualification is necessary to protect the validity and enforceability of the Loan Documents or any of the Collateral;

(k)shall comply with (A) all Applicable Law (including, without limitation Investment Company Act of 1940, as amended, and whether statutory, regulatory or otherwise), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and (B) with respect to the performance of its respective obligations or the exercise of its respective rights, any applicable conflicts procedure set forth in its constituent documents, including its limited partnership agreement, the Pledgor Constituent Documents or portfolio management agreement, as applicable;

(l)shall not merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, in each case, without the prior written consent of the Administrative Agent; provided that, from and after the Transition Date, any Pledgor may merge or consolidate with any Person, without the prior written consent of the Administrative Agent, to the extent such merger or consolidation would not reasonably be expected to adversely affect the Lenders in any material respect;

(m)except for Investments permitted by Section 6.02(u)(C) and without the prior written consent of the Administrative Agent, shall not form, or cause to be formed, any Subsidiaries; or make or suffer to exist any Loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except investments as otherwise permitted herein and pursuant to the other Loan Documents; provided that, at all times prior to the Transition Date, the Parent shall contribute and Deliver all Parent Originated Investments to the Company promptly (and, subject to any applicable requirements for such contributed Parent Originated Investments set forth herein (including any applicable exclusion and consent rights), in any event, the trade date with respect to such Parent Originated Investment shall occur within three (3) Business Days) following the making or acquisition thereof;

(n)shall promptly provide notice to the Administrative Agent in writing if the Company or any Pledgor has reason to believe that the QPAM Exemption is or may be no longer satisfied with respect to any of the transactions contemplated by the Loan Documents and, if such notice is provided, shall provide information reasonably requested by the Administrative Agent and reasonably cooperate with the Administrative Agent and the Lenders to determine if any other Prohibited Transaction exemption is available for the transactions contemplated by the Loan Documents;

(o)except for the security interest granted hereunder and as otherwise permitted hereunder, shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Collateral or any interest therein (other than Permitted Liens), and it shall defend the right, title, and interest of the Collateral Agent (for the benefit of the Secured Parties) and the Lenders in and to the Collateral against all claims of third parties claiming through or under it (other than Permitted Liens);

(p)

(i)shall promptly furnish to the Administrative Agent, and the Administrative Agent shall furnish to the Lenders, copies of the following financial statements, reports and information: (i) as soon as available, but in any event within 120 days after the end of each fiscal year of the Parent, a copy of the audited consolidated and consolidating balance sheet of the Parent and its consolidated Subsidiaries as at the end of such year, the related consolidated and consolidating statements of income for such year and the related consolidated statements of changes in net

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assets and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year; provided, that the financial statements required to be delivered pursuant to this clause (i) which are made available via EDGAR, or any successor system of the Securities Exchange Commission, in the Parent’s annual report on Form 10-K, shall be deemed delivered to the Administrative Agent on the date such documents are made so available; (ii) as soon as available and in any event within 60 days after the end of each fiscal quarter of each fiscal year (other than the last fiscal quarter of each fiscal year), an unaudited consolidated and consolidating balance sheet of the Parent and its consolidated Subsidiaries as of the end of such fiscal quarter and including the prior comparable period (if any), and the unaudited consolidated and consolidating statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited consolidated statements of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter; provided, that the financial statements required to be delivered pursuant to this clause (ii) which are made available via EDGAR, or any successor system of the Securities Exchange Commission, in the Parent’s quarterly report on Form 10-Q, shall be deemed delivered to the Administrative Agent on the date such documents are made so available; (iii)(x) as soon as available and in any event within five (5) Business Days after the end of each calendar quarter and (y) at the time of any determination of the Borrowing Base Ratio in connection with any Permitted Distribution, any Permitted RIC Distribution, any Purchase of a Portfolio Investment, any making of any Advance, any increase in Financing Commitment, any Extended Financing Commitment or any Parent Originated Investment Distribution, a list of Unfunded Capital Commitments and Eligible Unfunded Capital Commitments with customary related reporting (including, without limitation, changes to the contact information for any Investor (if any) and a report detailing any Exclusion Events for any Investor) to be reasonably acceptable to the Administrative Agent (or confirmation that there has been no change in such information since delivery of the last report thereof); and (iv) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent or the Required Lenders may reasonably request, including, without limitation, information with respect to the list of Unfunded Capital Commitments; and

(ii)shall promptly furnish to the Administrative Agent (with a copy to the Collateral Agent) as soon as available, but no later than the date any financial statements are due pursuant to Section 6.02(p)(i)(i) or 6.02(p)(i)(ii), a compliance certificate, certified by a Responsible Officer of the Company to be true and correct, (i) stating whether any Default or Event of Default exists; (ii) stating that the Company is in compliance with the covenants set forth in this Agreement, including a certification that the Collateral has been Delivered to the Collateral Agent; (iii) stating that the representations and warranties of the Company contained in Article IV, or in any other Loan Document, or which are contained in any document furnished at any time or in connection herewith or therewith, are true and correct in all material respects on and as of the date thereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; and (iv) certifying that such financial statements fairly present in all material respects, the financial condition and the results of operations of the Company on the dates and for the periods indicated, on the basis of GAAP, subject, in the case of interim financial statements, to normally recurring year-end adjustments;

(q)shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all Taxes levied or imposed upon it or upon its income, profits or property; provided that it shall not be required to pay or discharge or cause to be paid or discharged any such Tax (i) the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and

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for which disputed amounts adequate reserves in accordance with GAAP have been made or (ii) the failure of which to pay or discharge could not reasonably be expected to have a Material Adverse Effect;

(r)shall permit representatives of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably request, and at the Company and/or the applicable Pledgor’s reasonable expense, as applicable, (A) to inspect and make copies of and abstracts from its records relating to the Portfolio Investments and other Collateral and (B) to visit its properties in connection with the collection, processing or managing of the Portfolio Investments and other Collateral for the purpose of examining such records, and to discuss matters relating to the Portfolio Investments and other Collateral or such Person’s performance under this Agreement and the other Loan Documents with any director, officer, employee or auditor (if any) of such Person having knowledge of such matters (including, if requested by the Administrative Agent, quarterly telephone conferences with representatives of the Company with respect to review of the Portfolio Investments and the other Collateral). The Company and each Pledgor agree to render to the Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided that such assistance shall not interfere in any material respect with its or the Servicer’s business and operations. So long as no Event of Default has occurred and is continuing and no Market Value Event has occurred, such visits and inspections shall occur only (i) upon five (5) Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar year. Following the occurrence of a Market Value Event or following the occurrence and during the continuance of an Event of Default, there shall be no limit on the timing or number of such inspections and only one (1) Business Day’ prior notice will be required before any inspection, which shall occur during normal business hours. Notwithstanding anything to the contrary in this clause (r), neither the Company, any Pledgor nor the Servicer will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (x) constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which access or inspection by, or disclosure to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Applicable Law (or any binding confidentiality agreement) or (z) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, (I) in the event the Servicer, any Pledgor or the Company withholds information from the Administrative Agent or the Lenders in reliance on this sentence, the Company shall provide (to the extent possible without violation of such Applicable Law, any binding confidentiality agreement, attorney-client or attorney work product privilege) notice to the Administrative Agent or such applicable Lender that such information is being withheld and shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the Applicable Law or binding confidentiality agreement or risk waiver of such attorney-client or attorney work product privilege and (II) no such information withheld pursuant to a binding confidentiality agreement shall be withheld if such information would be customary and necessary (in the reasonable determination of the Administrative Agent) in order for the Administrative Agent to effectuate a sale of Portfolio Investments pursuant to Section 1.04 or an assignment of the Financing Commitments pursuant to Section 10.06;

(s)shall not use any part of the proceeds of any Advance, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations T, U and X;

(t)shall not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that the Company may make Parent Originated Investment Distributions, Permitted Distributions and Permitted RIC Distributions subject to the other requirements of this Agreement;

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(u)shall not make or hold any Investments, except (A) the Portfolio Investments or Investments constituting Eligible Investments (measured at the time of acquisition), (B) those that have been consented to by the Administrative Agent (including Parent Originated Investments) or (C) those the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment or any issuer thereof;

(v)shall not request any Advance, and shall not directly or to its knowledge, indirectly, use, and shall procure that its directors, officers and employees shall not directly or indirectly use, the proceeds of any Advance (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (C) in any manner that would result in the material violation of any Sanctions applicable to any party hereto;

(w)other than pursuant to the Contribution Agreement (including with respect to Parent Originated Investments), shall not transfer to any of its Affiliates any Portfolio Investment purchased from or contributed by any of its Affiliates (other than (A) sales to Affiliates conducted on terms and conditions consistent with those of an arm’s-length transaction and at fair market value or (B) from and after the Transition Date, distributions of Parent Originated Investments to the Parent that (i) do not satisfy the Concentrations Limitations or (ii) are not otherwise included in the determination of the Asset Borrowing Base to the Parent (“Parent Originated Investment Distributions”); provided that, (x) before and after giving effect thereto, no Market Value Event has occurred, no Market Value Trigger Event has occurred and is continuing or will occur therefrom and no Default or Event of Default has occurred and is continuing and (y) the Borrowing Base Test is satisfied (and will be satisfied after giving effect to such Parent Originated Investment Distribution);

(x)shall post on a password protected website maintained by the Administrative Agent to which the Servicer will have access or deliver via email to the Administrative Agent, with respect to each Portfolio Investment Obligor in respect of a Portfolio Investment, without duplication of any other reporting requirements set forth in this Agreement or any other Loan Document, (i) any management discussion and analysis, (ii) any financial reporting packages (including all financial statements) and (iii) notifications of credit events, in each case provided by such Portfolio Investment Obligor with respect to such Portfolio Investment Obligor and the applicable Portfolio Investment (including any attached or included information, statements and calculations) promptly (and in any event within five (5) Business Days) following the receipt thereof by the Company or the Servicer; provided that, in the case of any credit event described in the foregoing clause (iii), the Company shall post on such website and deliver via email to the Administrative Agent notice of any such material event promptly upon obtaining knowledge thereof. The Company shall cause the Servicer to provide such other information as the Administrative Agent may reasonably request with respect to any Portfolio Investment or Portfolio Investment Obligor (to the extent reasonably available to the Servicer);

(y)shall with respect to the Company, not elect to be classified as other than a disregarded entity for U.S. federal income tax purposes, nor shall the Company take any other action or actions that would cause it to be classified, taxed or treated as a corporation or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes (including transferring interests in the Company on or through an established securities market or secondary market (or the substantial equivalent thereof), within the meaning of Section 7704(b) of the Code (and Treasury regulations thereunder);

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(z)shall only have partners or owners that are treated as U.S. Persons or that are disregarded entities owned by a U.S. Person and shall not recognize the transfer of any of its interests that constitutes equity for U.S. federal income tax purposes to a Person that is not a U.S. Person;

(aa)shall from time to time (including, without limitation, in connection with any Duration Extension) execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be reasonably necessary to secure the rights and remedies of the Secured Parties hereunder and to grant more effectively all or any portion of the Collateral, maintain or preserve the security interest (and the priority thereof) of this Agreement or to carry out more effectively the purposes hereof, perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement, preserve and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent against the claims of all Persons and parties, pay any and all Taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize Taxes and any other costs arising in connection with its activities or give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to this Agreement or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, and hereby authorizes the Collateral Agent or its designee to file a UCC financing statement listing ‘all assets of the debtor’ (or substantially similar language) in the collateral description of such financing statement;

(bb)shall, upon the reasonable request of the Administrative Agent following the end of each fiscal quarter and the delivery of the financial statements pursuant to Section 6.02(p) (and no more than once per quarter), participate in a conference call with Lenders arranged by the Administrative Agent to provide discussion and analysis with respect to the Portfolio Investments and other Collateral at a time at which the Company and the Administrative Agent mutually agree;

(cc)[reserved];

(dd)shall not hire any employees;

(ee)shall not maintain any bank accounts or securities accounts (or, in the case of any Pledgor, any bank accounts or securities accounts into which any monies or sums paid or to be paid by any Investor as Capital Contributions as and when Capital Contributions are made pursuant to the Capital Call Notices) other than the applicable Collateral Accounts;

(ff)except as otherwise expressly permitted herein, shall not cancel or terminate any of the underlying instruments in respect of a Portfolio Investment to which it is party or beneficiary (in any capacity), or consent to or accept any cancellation or termination other than by the terms of such Portfolio Investment of any of such agreements (in each case) without payment in full of such Portfolio Investment or the applicable portion thereof so cancelled or terminated unless (in each case) the Administrative Agent shall have consented thereto in writing in its sole discretion;

(gg)shall not make or incur any capital expenditures except as reasonably required to perform its functions in accordance with this Agreement;

(hh)shall not act on behalf of, a country, territory, entity or individual that, at the time of such act, is a Sanctioned Country or Sanctioned Person. It does not own and will not acquire, and the Servicer will not cause it to own or acquire, any security issued by, or interest in, any Sanctioned Country or Sanctioned Person;

(ii)shall (i) notify the Administrative Agent of any proposed amendment, supplement, consent, waiver, change, or other modification to any Pledgor Constituent Document prior to enacting such proposed amendment (and the Administrative Agent shall notify such Pledgor within five

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(5) Business Days of confirmed receipt by the Administrative Agent of such notice, whether the Administrative Agent, acting reasonably, deems such proposed amendment, supplement, consent, waiver, change or other modification to be a material amendment adversely affecting the rights of the Secured Parties in the Collateral (a “Constituent Document Material Amendment”)), (ii) not effect any Constituent Document Material Amendment without the consent of the Administrative Agent and (iii) notify the Administrative Agent promptly in writing (x) with respect to any Constituent Document Material Amendment within one (1) Business Day of the execution thereof and (y) with respect to any other amendment, supplement, consent, waiver, change or other modification to any Pledgor Constituent Document by the next delivery of financial statements and, in each case, furnish to the Administrative Agent copies of all such executed documents and other documents executed or delivered in connection therewith;

(jj)shall give notice to the Administrative Agent (with a copy to the Collateral Agent) promptly in writing upon (and in no event later than three (3) Business Days (or, in the case of an Event of Default, one (1) Business Day) after) the occurrence of any of the following:

(1)any Adverse Proceeding;

(2)any Default or Event of Default;

(3)the Company or the Servicer obtaining actual knowledge of any material adverse claim asserted against any of the Portfolio Investments, the Collateral Accounts or any other Collateral; and

(4)any change in the information provided in the Beneficial Ownership Certification delivered to any Lender that would result in a change to the list of beneficial owners identified in such certification;

(5)the Company or the Servicer obtaining actual knowledge that any Portfolio Investment which constitutes an Eligible Investment hereunder becomes an Ineligible Investment; and

(6)the occurrence of an Exclusion Event with respect to any Investor;

(kk)shall ensure that all Portfolio Investments denominated in a Permitted Non-USD Currency and all proceeds thereof are at all times deposited in or credited to a Permitted Non-USD Currency Account except to the extent that any such proceeds are transferred to another Company Collateral Account in accordance with this Agreement or any such Portfolio Investment is sold in accordance with this Agreement;

(ll)shall ensure that the Unfunded Exposure Amount shall not exceed 10% of the Collateral Principal Amount at any time; provided that any Unfunded Exposure Amount shall be cash collateralized as required in accordance with Section 2.03(g);

(mm)shall not issue any Capital Call Notice or otherwise request, notify, or demand that any Investor make any Capital Contribution unless the Borrowing Base Test will be satisfied after giving effect to such Capital Contribution and uses of proceeds thereof and without delivering to the Administrative Agent within five (5) Business Days of delivery of such Capital Call Notices, an example of the Capital Call Notice and summary of each Investor from whom a Capital Contribution is being sought (or a copy of the form thereof);

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(nn)shall not, (i) without the prior written consent of Administrative Agent (which may be withheld in the reasonable discretion of Administrative Agent), cancel, suspend, reduce, excuse, reallocate, defer or abate the Unfunded Capital Commitment of any Investor; and (ii) without the prior written approval of Administrative Agent and the Lenders: (A) consent to any Investment Exclusion Event or (B) otherwise excuse any Investor from or permit any Investor to defer any Capital Contribution;

(oo)shall not establish, maintain or contribute to, nor, except as could not reasonably be expected to result in a Material Adverse Effect, otherwise have any liability with respect to any Plan;

(pp)shall not take any action, or omit to take any action, that would, (i) cause the assets of any Pledgor (other than the Parent) to constitute Plan Assets, (ii) cause the Investment Manager to cease to qualify as a QPAM, (iii) cause, assuming the representations set forth in Section 9.03(c) of this Agreement are true and accurate in all respects, the conditions of Part I(b) through (g) of the QPAM Exemption (and, to the knowledge of the Company or the Parent, the conditions of Part I(a)) to cease to be satisfied with respect to the Loan Documents and the transactions contemplated thereunder, or (iv) assuming the representations set forth in Section 9.03 are true and accurate in all respects (including that no source of funds used to make the Loans constitutes Plan Assets, unless the applicable Lender relied on an available Prohibited Transaction exemption (all requirements of which are met)) and the conditions of Part I(a) of the QPAM Exemption are otherwise satisfied (if applicable), give rise to a non-exempt Prohibited Transaction that would subject the Administrative Agent or the Lenders to any tax, penalty, damages or any other claim or relief under the Code or ERISA;

(qq)shall ensure and procure that each PF Act Party shall (a) register with CIMA in accordance with the PF Act and either (i) provide evidence of such registration, in a form satisfactory to the Administrative Agent, on or prior to the date such Person becomes a PF Act Party, or (ii) (x) provide evidence of an application to register with CIMA in accordance with the PF Act on or before the date on which it becomes a PF Act Party, (y) subsequently take all reasonable steps to obtain such registration and (z) upon obtaining such registration, provide evidence to the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent, of such registration within 5 Business Days of such evidence being received by or on behalf of such PF Act Party, (b) duly maintain such registration in accordance with the PF Act and (c) promptly comply with any requests and instructions issued by CIMA in connection with the PF Act;

(rr)shall ensure that each Credit Risk Party incorporated, formed or registered under the laws of the Cayman Islands shall deliver a notice of security interests in the applicable Collateral, in a form satisfactory to the Administrative Agent, to each investor in such Credit Risk Party within three (3) Business Days of the later of (i) the date of this Agreement, (ii) the date on which such Person becomes a Credit Risk Party or (iii) the date on which such Person becomes an investor in the applicable Credit Risk Party; and

(ss)as of the A&R Effective Date, the Pledgors have delivered Account Control Agreements in favor of the Collateral Agent with respect to each Pledgor Collateral Account owned by or held in the name of any Pledgor (the date on which such Account Control Agreements became effective (the “UCC Borrowing Base Trigger Date”)).

SECTION6.03Amendments of Portfolio Investments, Etc. If the Company or the Servicer receives any notice or other communication concerning any amendment, supplement, consent, waiver or other modification of any Portfolio Investment or any related underlying instrument or rights thereunder (each, an “Amendment”) with respect to any Portfolio Investment or any related Underlying Definitive Documents, or makes any affirmative determination to exercise or refrain from exercising any rights or remedies thereunder, it will give prompt (and in any event, not later than three (3) Business

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Days’) notice thereof to the Administrative Agent; provided that if an Amendment relates solely to an operational or administrative issue, the Company or the Servicer, as applicable, may notify the Administrative Agent promptly upon execution thereof. In any such event, the Company shall exercise all voting and other powers of ownership relating to such Amendment or the exercise of such rights or remedies as the Servicer shall deem appropriate under the circumstances; provided that any amendment, supplement, waiver or other modification of the type specified in the definition of “Material Amendment” shall be subject to the approval of the Administrative Agent (and the Administrative Agent shall use commercially reasonable efforts to notify the Company or the Servicer, as applicable, within five (5) Business Days of confirmed receipt by the Administrative Agent of such notice and request for approval thereof, whether or not the Administrative Agent approves such amendment, supplement, consent, waiver or other modification) (and any such amendment supplement, waiver or other modification effected without such approval shall result in such Portfolio Investment being an Ineligible Investment); provided further that if an Event of Default has occurred and is continuing or a Market Value Event has occurred, the Company will exercise all voting and other powers of ownership as the Administrative Agent (acting at the direction of the Required Lenders) shall instruct (it being understood that if the terms of the related Underlying Definitive Documents expressly prohibit or restrict any such rights given to the Administrative Agent, then such right shall be limited to the extent necessary so that such prohibition or restriction is not violated). In any such case, following the Company’s receipt thereof, the Company shall promptly provide to the Administrative Agent copies of all executed amendments to Underlying Definitive Documents, executed waiver or consent forms or other documents executed or delivered in connection with any Amendment.

ARTICLE VII
EVENTS OF DEFAULT

SECTION7.01Events of Default. If any of the following events (“Events of Default”) shall occur:

(a)the Company shall fail to pay any amount owing by it in respect of the Secured Obligations (whether for principal, interest, fees or other amounts) or reimburse its obligations in respect of any LC Disbursements, in each case when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise and, solely in the case of interest or amounts other than principal, such failure continues for a period of two (2) Business Days; provided, that, in the case of any such failure resulting solely from an administrative error or omission by the Administrative Agent, the Collateral Agent, the Securities Intermediary or any other Agent, such failure continues for a period of two (2) Business Days, following the earlier of (x) the Company or the Servicer becoming aware of such failure and (y) receipt of written notice by the Company or the Servicer of such failure;

(b)any representation or warranty made or deemed made by or on behalf of the Company or the Servicer, the Contributor or the Pledgors (collectively, the “Credit Risk Parties”) herein or in any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, or other document (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) furnished pursuant hereto or in connection herewith or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (it being understood that the failure of a Portfolio Investment to satisfy the Eligibility Criteria after the date of its purchase shall not constitute a failure) and, other than in the case of any representation or warranty set forth in clauses (a), (b), (c), (f), (h), (j), (v), (y) or (bb) of Section 6.01, if such failure is capable of being remedied, such failure shall continue for a period of 30 days following the earlier of (i) receipt by such Credit Risk Party of written notice of such inaccuracy from the Administrative Agent and (ii) a director or officer of such Credit Risk Party becoming aware of such inaccuracy;

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(c)(A) the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 6.02(a) (solely with respect to Section 5(c) and clauses (A) through (G), (M) and (P) of Section 9(j)(iv) of the Company’s limited liability company agreement as in effect as of the date hereof, (b)(i) through (iv), (d), (f), (h), (i), (l), (m), (o), (t), (v), (w), (cc), (hh), (ii), (mm), (nn), (qq)(a), (rr), (ss), Section 8.02(b) or the last sentence of the first paragraph of Section 1.04 (B) the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 6.02(qq)(b) or (c) and, in the case of this clause (B), if such failure is capable of being remedied, such failure shall continue for a period of 3 Business Days (with respect to Section 6.02(qq)(b) only) or 10 Business Days (with respect to Section 6.02(qq)(c) only) following the earlier of (i) receipt by any Credit Risk Party of written notice of such failure from the Administrative Agent and (ii) a director or officer of any Credit Risk Party becoming aware of such failure or (C) any Credit Risk Party shall fail to observe or perform any other covenant, condition or agreement contained herein (it being understood that the failure of a Portfolio Investment to satisfy the Eligibility Criteria after the date of its purchase shall not constitute such a failure) or in any other Loan Document and, in the case of this clause (C), if such failure is capable of being remedied, such failure shall continue for a period of 30 days following the earlier of (i) receipt by such Credit Risk Party of written notice of such failure from the Administrative Agent and (ii) a director or officer of such Credit Risk Party becoming aware of such failure;

(d)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Risk Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, liquidator, provisional liquidator or similar official for any Credit Risk Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for thirty (30) days or an order or decree approving or ordering any of the foregoing shall be entered;

(e)any Credit Risk Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, provisional liquidation, winding up, dissolution, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (d) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, liquidator, provisional liquidator or similar official for such Credit Risk Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing (or any of the foregoing is otherwise commenced or deemed to be commenced);

(f)any Credit Risk Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(g)the passing of a resolution by the equity holders of the Company or any Pledgor in respect of the liquidation, provisional liquidation, winding up or dissolution, in each case on a voluntary basis, of the Company or any Pledgor;

(h)any final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction for the payment of money in an aggregate amount in excess of (i) with respect to the Company, U.S. $1,000,000 and (ii) with respect to the Pledgors, in the aggregate, U.S. $25,000,000, in each case, (after giving effect to insurance, if any, available with respect thereto) shall be rendered against the Company or any Pledgor, as applicable, and the same shall remain unsatisfied, unvacated, unbonded or unstayed for a period of sixty (60) days after the date on which the right to appeal has expired;

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(i)[reserved];

(j)a Change of Control occurs;

(k)the Company, any Pledgor or the pool of Collateral shall become required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(l)the Servicer (i) resigns as Servicer under this Agreement, (ii) assigns any of its obligations or duties as Servicer in contravention of the terms of this Agreement or (iii) otherwise ceases to act as Servicer in accordance with the terms of this Agreement and, in each case, an Affiliate of the Servicer is not appointed (and has accepted such appointment) with the prior written consent of the Administrative Agent);

(m)a Borrowing Base Default has occurred and is not remedied within one (1) Business Day (which remedy may consist of delivery of a Call Capital Notice to Investors in an amount sufficient to cure such Borrowing Base Default; provided that (x) the Parent shall within such one (1) Business Day (a) deliver to the Administrative Agent a Capital Call Confirmation Package reasonably satisfactory to the Administrative Agent and (b) direct the fund administrator to deliver such Capital Call Notice to Investors and (y) within one (1) Business Day following receipt of such notice from the Parent, the fund administrator shall deliver such Capital Call Notice to Investors with instructions to wire-transfer the related Capital Contribution to the MV Cure Account and (z) such Capital Contributions are transferred to the MV Cure Account within ten (10) Business Days following the delivery of such Capital Call Notice); or

(n)(i) failure of the Company to fund the Unfunded Exposure Account when required in accordance with Section 2.03(f) other than in the case that any Lender fails to make the Advance required in accordance with Section 2.03(f), (ii) failure of the Company to satisfy its obligations in respect of unfunded obligations with respect to any Delayed Funding Term Loan or Revolving Loan (including the payment of any amount in connection with the sale thereof to the extent required under this Agreement) or (iii) failure of the Company to fund the Unfunded Exposure Account when required in accordance with Section 2.03(g); provided that the failure of the Company to undertake any action set forth in this clause (n) is not remedied within two (2) Business Days;

then, and in every such event (other than an event with respect to the Company described in clause (d) or (e) of this Article), and at any time thereafter in each case during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take any or all of the following actions, at the same or different times: (i) terminate the Financing Commitments, and thereupon the Financing Commitments shall terminate immediately, (ii) require that the Company provide cash collateral as required in Section 2.02(j) and/or (iii) declare all of the Secured Obligations then outstanding to be due and payable in whole (or in part, in which case any Secured Obligations not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the Secured Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Company accrued hereunder, shall become due and payable immediately and the obligation of the Company to cash collateralize the LC Exposure as provided in clause (ii) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in case of any event with respect to the Company described in clause (d) or (e) of this Article, the Financing Commitments shall automatically terminate and all Secured Obligations then outstanding, together with accrued interest thereon and all fees and other obligations of the Company accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company.

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ARTICLE VIII
COLLATERAL ACCOUNTS; COLLATERAL SECURITY

SECTION8.01The Collateral Accounts; Agreement as to Control.

(a)Establishment and Maintenance of Collateral Accounts. The Company has appointed, and hereby confirms and ratifies its appointment of, the Securities Intermediary and the Securities Intermediary has established each of the Collection Account, the Permitted Non-USD Currency Accounts, the MV Cure Account, the Unfunded Exposure Account and the Securities Account (collectively, the “Company Collateral Accounts”). The Securities Intermediary agrees to maintain the Company Collateral Accounts as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC), in the name of the Company subject to the lien of the Collateral Agent under this Agreement. In the event any Company Collateral Account is re-characterized as a deposit account, the Securities Intermediary agrees to maintain such Company Collateral Account as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) (in such capacity, the “Bank”), in the name of the Company subject to the lien of the Collateral Agent under this Agreement. The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts and deposit accounts for others and in that capacity has established the Company Collateral Accounts. The Securities Intermediary shall have the right to open such subaccounts of any such Company Collateral Account as it deems necessary or appropriate for convenience of administration of this Agreement.

    Nothing herein shall require the Securities Intermediary to credit to any Company Collateral Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) any asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to "maintain" a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC). Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in loans may be acquired and delivered by the Company to the Securities Intermediary or the Collateral Agent from time to time that are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary or the Collateral Agent of a facsimile copy of a participation agreement or an assignment agreement ("Loan Assignment Agreement") in favor of the Company, (b) any such Loan Assignment Agreement (and the registration of the related loan on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Company and (c) any duty on the part of the Securities Intermediary or Collateral Agent with respect to such loan (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such loan for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Collateral Agent in the physical custody of any such Loan Assignment Agreement that may be delivered to it. It is acknowledged and agreed that neither the Collateral Agent nor the Securities Intermediary is under a duty to examine underlying instruments to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the issuer's title to any related loan.

(b)Collateral Agent in Control of Collateral Accounts. Each of the parties hereto hereby agrees that (1) each Company Collateral Account shall be deemed to be a “securities account” (within the meaning of Section 8-501(a) of the UCC, (2) all property credited to any Company Collateral Account shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Company Collateral Account. Except as provided in Section 8.01(h) below, the parties hereto agree that the Securities Intermediary shall act only on entitlement orders or other instructions with respect to the Company Collateral Accounts originated by

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(i) the Company (or the Servicer on its behalf), prior to the occurrence and the continuance of an Event of Default or the occurrence of a Market Value Event and (ii) thereafter, the Collateral Agent; and following the occurrence and during the continuance of an Event of Default or following a Market Value Event, the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Company Collateral Account (without further consent by any other Person). The only permitted withdrawals from the Company Collateral Accounts shall be in accordance with the provisions of this Agreement.

(c)Subordination of Lien, Etc. If the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Company Collateral Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent for the benefit of the Secured Parties. The property credited to any Company Collateral Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Collateral Agent (except that the Securities Intermediary may set-off (1) all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and operation of the Company Collateral Accounts, and (2) the face amount of any payments received by check, wire transfer, ACH or otherwise which have been credited to any Company Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds).

(d)Property Registered, Indorsed, etc. to Securities Intermediary. All securities or other property represented by a certificated security, promissory note or an instrument underlying any financial assets credited to any Company Collateral Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to any Company Collateral Account be registered in the name of the Company, payable to the order of the Company or specially indorsed to the Company except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

(e)Jurisdiction; Governing Law of Collateral Accounts. The establishment and maintenance of each Company Collateral Account and all interests, duties and obligations related thereto shall be governed by the law of the State of New York and the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) shall be the State of New York. As permitted by Article 4 of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto agree that the law of the State of New York shall govern each Company Collateral Account and the issues specified in Article 2(1) of the Hague Convention. The provisions of the immediately preceding sentence shall be construed as an amendment to this Agreement and any other account form required by the Securities Intermediary with respect to any Company Collateral Account. Terms used in this Section 8.01 without definition have the meanings given to them in the UCC.

(f)No Duties. The parties hereto acknowledge and agree that the Securities Intermediary shall not have any additional duties under this Agreement other than those expressly set forth in this Section 8.01, and the Securities Intermediary shall satisfy those duties expressly set forth in this Section 8.01 so long as it acts without gross negligence, fraud, reckless disregard or willful misconduct. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers. The Securities Intermediary shall be subject to all of the rights, protections and immunities given to the Collateral Agent hereunder, including indemnities. In the event the Securities Intermediary receives instructions from the Company to effect a securities transaction as contemplated in 12 CFR 12.1, the Company acknowledges that upon its written

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request and at no additional cost, it has the right to receive the notification from the Securities Intermediary after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Company agrees that, absent specific request, such notifications shall not be provided by the Securities Intermediary hereunder, and in lieu of such notifications, the Securities Intermediary shall make available periodic account statements in the manner required by this Agreement.

(g)Ownership of Collateral Accounts; Tax Forms. For the avoidance of doubt, each Company Collateral Account (including income, if any, earned on the investments of funds in such Company Collateral Account) will be owned by the Company (or, if the Company is a disregarded entity for U.S. tax purposes, Parent), for federal income tax purposes. The Company is required to provide to the Securities Intermediary (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the date of this Agreement, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by Applicable Law or upon the reasonable request of the Securities Intermediary as may be necessary (x) to reduce or eliminate the imposition of U.S. withholding taxes and (y) to permit the Securities Intermediary to fulfill its tax reporting obligations under Applicable Law with respect to the Company Collateral Accounts or any amounts paid to the Company. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, the Company shall timely provide to the Securities Intermediary accurately updated and complete versions of such IRS forms or other documentation. U.S. Bank National Association, both in its individual capacity and in its capacity as Securities Intermediary, shall have no liability to the Company or any other person in connection with any tax withholding amounts paid or withheld from the Company Collateral Accounts pursuant to Applicable Law arising from the Company’s failure to timely provide an accurate, correct and complete IRS Form W-9 or an appropriate IRS Form W-8, as applicable, or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Company Collateral Accounts absent the Securities Intermediary having first received the IRS forms and other documentation required by this paragraph.

(h)Investment of Funds on Deposit in the Unfunded Exposure Account. All amounts on deposit in the Unfunded Exposure Account shall be invested (and reinvested) at the written direction of the Company (or the Servicer on its behalf) delivered to the Collateral Agent in Eligible Investments; provided that, following the occurrence and during the continuance of an Event of Default or following a Market Value Event, all amounts on deposit in the Unfunded Exposure Account shall be invested, reinvested and otherwise disposed of at the written direction of the Administrative Agent delivered to the Collateral Agent. In the absence of any such written direction from the Company (or the Servicer on its behalf) or the Administrative Agent, as applicable, amounts on deposit in the Unfunded Exposure Account shall remain uninvested.

(i)Unfunded Exposure Account.

(i)Amounts may be deposited into the Unfunded Exposure Account from time to time in accordance with Section 4.05. Amounts shall also be deposited into the Unfunded Exposure Account as set forth in Section 2.03(f) or Section 2.03(g).

(ii)While no Event of Default has occurred and is continuing and no Market Value Event has occurred and subject to satisfaction of the Borrowing Base Test (after giving effect to such release), the Servicer may direct, by means of an instruction in writing to the Securities Intermediary (with a copy to the Collateral Administrator and which instruction shall be deemed to constitute a certification that the aforementioned conditions have been satisfied), the release of funds on deposit in the Unfunded Exposure Account (i) for the purpose of funding the Company’s unfunded commitments with respect to Delayed Funding Term Loans and Revolving Loans, for deposit into the Collection Account and (ii) so long as no Unfunded Exposure Shortfall

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exists or would exist after giving effect to the withdrawal. Following the occurrence and during the continuance of an Event of Default and the declaration of the Secured Obligations then outstanding to be due and payable pursuant to Article VII or following the occurrence of a Market Value Event, at the written direction of the Administrative Agent (at the direction of the Required Lenders) (with a copy to the Collateral Administrator), the Securities Intermediary shall transfer all amounts in the Unfunded Exposure Account to the Collection Account to be applied pursuant to Section 4.05. Upon the direction of the Company by means of an instruction in writing to the Securities Intermediary (with a copy to the Collateral Administrator, the Collateral Agent and the Administrative Agent), any amounts on deposit in the Unfunded Exposure Account in excess of outstanding funding obligations of the Company shall be released to the Collection Account to prepay the outstanding Advances.

SECTION8.02Collateral Security; Pledge; Delivery.

(a)Grant of Security Interest. As collateral security for the prompt payment in full when due of all the Company’s obligations to the Agents, the Lenders, the Issuing Banks, the Collateral Administrator and the Securities Intermediary (collectively, the “Secured Parties”) under this Agreement, the other Loan Documents and the Letters of Credit (collectively, the “Secured Obligations”), (i) the Company has pledged, and hereby confirms and ratifies its pledge, to the Collateral Agent and has granted, and hereby confirms and ratifies its grant of, a continuing security interest in favor of the Collateral Agent in all of the Company’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all accounts, payment intangibles, general intangibles, chattel paper, electronic chattel paper, instruments, deposit accounts, letter-of-credit rights, investment property, and any and all other property of any type or nature owned by it (all of the property described in this clause (a)(i) being collectively referred to herein as “Company Collateral”), including, without limitation: (1) each Portfolio Investment, (2) all of the Company’s interests in the Company Collateral Accounts and all investments, obligations and other property from time to time credited thereto, (3) the Contribution Agreement, any other Loan Document and all rights related to each such agreement, (4) all other property of the Company and (5) all proceeds thereof, all accessions to and substitutions and replacements for, any of the foregoing, and all rents, profits and products of any thereof and (ii) each Pledgor has pledged, mortgaged and assigned, and hereby confirms and ratifies its pledge, mortgage and assignment, by way of security to the Collateral Agent and has granted, and hereby confirms and ratifies its grant of, a continuing security interest in favor of the Collateral Agent in all of such Pledgor’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) (1) all securities accounts or deposit accounts of such Pledgor into which any monies or sums paid or to be paid by any Investor as Capital Contributions as and when Capital Contributions are made pursuant to the Capital Call Notices, excluding, for the avoidance of doubt, any such accounts of the Feeder General Partner, into which any other monies or sums are paid or to be paid (such accounts, the “Pledgor Collateral Accounts”) and all investments, obligations and other property from time to time contained in or credited thereto, (2) the Capital Calls, Capital Commitments (including Unfunded Capital Commitments), and Capital Contributions of any Pledgor, including, without limitation, any rights to make Capital Calls, receive payment of Capital Contributions and enforce the payment thereof pursuant to any Pledgor Constituent Documents, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising; (3) all of such Pledgor’s rights, titles, interests, remedies, and privileges relating to the foregoing (all of the property described in this clause (a)(ii) being collectively referred to herein as “Pledgor Collateral” and, together with the Company Collateral, the “Collateral”).

(b)Delivery and Other Perfection.

(i)In furtherance of the collateral arrangements contemplated herein, the Company and each Pledgor shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when

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acquired by the Company or any Pledgor, as applicable; (2) if any of the securities, monies or other property pledged by the Company or any Pledgor hereunder are received by the Company or any Pledgor, as applicable, forthwith take such action as is necessary to ensure the Collateral Agent’s continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent); and (3) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent, the Lenders and the Collateral Agent, at the expense of the Company, legal opinions from Latham & Watkins LLP or other counsel reasonably acceptable to the Administrative Agent and the Lenders, as to the perfection and priority of the Collateral Agent’s security interest in any of the Collateral.

(ii)Each Pledgor shall require that Investors wire-transfer to the applicable Pledgor Collateral Account all monies or sums paid or to be paid by any Investor as Capital Contributions as and when Capital Contributions are made pursuant to the Capital Call Notices. In addition, each Pledgor shall promptly deposit such sums received directly from any Investor as Capital Contributions into the applicable Pledgor Collateral Account according to the terms set forth in this Section 8.02(b)(ii).

(iii)(i) the Company shall not open any account without the prior written consent of the Administrative Agent in its sole discretion and promptly providing an appropriate Account Control Agreement to the Administrative Agent relating thereto which shall in any event occur on or before such account has been opened, as are reasonably acceptable to the Administrative Agent and (ii) each Pledgor shall not open any Pledgor Collateral Account into which monies and sums are paid pursuant to Section 8.02(b)(ii) without prior notification to the Administrative Agent and promptly providing an appropriate Account Control Agreements to the Administrative Agent relating thereto which shall in any event occur on or before such account has been opened, as are reasonably acceptable to the Administrative Agent. In connection with any replacement of a Pledgor Collateral Account, the Administrative Agent is hereby authorized to release the Lien on such replaced account upon the execution of Account Control Agreement relating to such replacement account.

(c)Remedies, Etc. Following the declaration of the Secured Obligations then outstanding to be due and payable pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders or the Administrative Agent on their behalf) do any of the following:

(i)Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it (including, without limitation, the initiation of Capital Call Notices on the Investors (including, without limitation, to cover Total Credit Exposures in connection with the exercise of remedies)), all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell, subject to Section 1.04, the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the

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time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;

(ii)Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;

(iii)Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;

(iv)Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;

(v)Take control of any proceeds of the Collateral;

(vi)Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or

(vii)Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder;

provided, that, following an Event of Default (other than an Event of Default pursuant to Section 7.01(a), (d), (e), (f) or (m)) prior to the Collateral Agent exercising its right to deliver a Capital Call Notice to Investors in accordance with this Section 8.02(c) (but without, for the avoidance of doubt, limiting any other right or remedy of the Collateral Agent hereunder), the applicable Pledgor shall have an opportunity to deliver a Call Capital Notice to Investors in an amount sufficient to prepay the Secured Obligations in full; provided that (x) such Pledgor shall within one (1) Business Day following notice from the Collateral Agent (at the direction of the Required Lenders or the Administrative Agent on their behalf) of the occurrence of such Event of Default, (a) deliver to the Administrative Agent a Capital Call Confirmation Package reasonably satisfactory to the Administrative Agent and (b) direct fund administrator to deliver such Capital Call Notice to Investors and (y) within one (1) Business Day following receipt of such notice from such Pledgor, fund administrator shall deliver such Capital Call Notice to Investors with instructions to wire-transfer the related Capital Contribution to the MV Cure Account and (z) such Capital Contributions are transferred to the MV Cure Account within ten (10) Business Days following the delivery of such Capital Call Notice).

(d)Compliance with Restrictions. The Company, each Pledgor and the Servicer agree that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Collateral Agent or its designee are hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel in writing is necessary in order to avoid any violation of Applicable Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and the Company, each Pledgor and the Servicer further agree that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be

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liable or accountable to the Company or the Servicer for any discount allowed by the reason of the fact that such Collateral is sold in good faith compliance with any such limitation or restriction.

(e)Private Sale. The Collateral Agent shall incur no liability as a result of a sale of the Collateral, or any part thereof, at any private sale pursuant to clause (c) above conducted in a commercially reasonable manner. The Company, each Pledgor and the Servicer hereby waive any claims against each Agent and Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale.

(f)Collateral Agent Appointed Attorney-in-Fact. The Company and each Pledgor each hereby appoints the Collateral Agent as its attorney-in-fact (it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the Company or any Pledgor by this appointment), with full authority in the place and stead of the Company and/or any Pledgor and in the name of the Company and/or any Pledgor, as applicable, from time to time in the Collateral Agent’s discretion (exercised at the written direction of the Administrative Agent or the Required Lenders, as the case may be), after the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, such appointment as true and lawful attorney shall include any and all of the following powers with respect to all or any of the Collateral: (i)(A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, including without limitation, to so direct any party with respect to any Capital Commitments, (B) to ask or demand for, collect, receive and give acquittance for payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) to commence, compound and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any proceeds thereof and to enforce any other right in respect of any Collateral, (D) to defend any suit, action or proceeding brought against the Company and/or any Pledgor, as applicable, with respect to any Collateral, (E) to settle, compromise, compound, prosecute, defend or adjust any suit, action or proceeding (including, without limitation, with respect to Capital Commitments) and, in connection therewith, to give such discharges or releases or to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto as the Collateral Agent may deem appropriate, (F) to cause the Company and/or any Pledgor, as applicable, to intervene in any suit, action or proceeding with respect thereto and (G) generally, to sell, charge, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and the Company and/or any Pledgor’s expense, as applicable, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or appropriate to protect, preserve or realize upon the Collateral and the Secured Parties’ Liens thereon for the ratable benefit of the Secured Parties and to effect the intent of this Agreement, all as fully and effectively as the Company and/or any Pledgor might do, (ii) to make allowances or adjustments related to Capital Commitments and (iii) initiate one or more Capital Calls. The Company and each Pledgor hereby acknowledge, consent and agree that the power of attorney granted pursuant to this clause is irrevocable during the term of this Agreement and is coupled with an interest.

(g)Further Assurances. The Company and each Pledgor covenant and agree that, from time to time upon the request of the Collateral Agent (as directed by the Required Lenders or the Administrative Agent on their behalf), the Company or such Pledgor, as applicable, will execute and deliver such further documents, and do such other acts and things as the Collateral Agent (as directed by the Administrative Agent) may reasonably request in order fully to effect the purposes of this Agreement and to protect and preserve the priority and validity of the security interest granted hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any

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Collateral; provided that no such document may alter the rights and protections afforded to the Company, any Pledgor or the Servicer herein.

(h)Termination. Upon the payment in full of all Secured Obligations and termination of the Financing Commitments, the security interest granted herein shall automatically (and without further action by any party) terminate and all rights to the Collateral shall revert to the Company. Upon notice of any such termination by the Company, the Collateral Agent will, at the Company’s direction and sole expense, deliver to the Company, or cause the Securities Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all of the Collateral held by the Securities Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such termination.

(i)Release of Security Interest upon Disposition of Collateral. Upon any sale, transfer or other disposition of any Collateral (or portion thereof) that is permitted hereunder, the security interest granted hereunder in such Collateral (or the portion thereof which has been sold or otherwise disposed of) shall, immediately upon the sale or other disposition of such Collateral (or such portion) and without any further action on the part of the Collateral Agent or any other Secured Party, be released. Upon any such release, the Collateral Agent will, at the Company's sole expense and upon receipt of a certification of the Company (or the Servicer on its behalf) that all conditions to such sale, transfer or disposition have been complied with (which certification shall be deemed given upon delivery by the Company or the Servicer on its behalf of any issuer order or trade ticket in connection with such sale, transfer or disposition), deliver to the Company, or cause the Securities Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all of the Collateral held by the Securities Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such release.

ARTICLE IX
THE AGENTS

SECTION9.01.Appointment of the Administrative Agent and the Collateral Agent. Each of the Lenders has irrevocably appointed, and hereby confirms and ratifies its irrevocable appointment of, each of the Administrative Agent and the Collateral Agent (each, an “Agent” and collectively, the “Agents”) as its agent and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Anything contained herein to the contrary notwithstanding, each Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral hereunder, it being understood and agreed that all powers, rights and remedies hereunder with respect to the Collateral shall be exercised solely by the Collateral Agent for the benefit of the Secured Parties at the direction of the Administrative Agent or the Required Lenders, as applicable.

Each financial institution serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender (if applicable) as any other Lender and may exercise the same as though it were not an Agent, and such financial institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company as if it were not an Agent hereunder.

No Agent or the Collateral Administrator shall have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except that the foregoing shall not limit any duty expressly set forth in this Agreement to include such rights and powers expressly contemplated hereby or that such Agent is required to exercise as

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directed in writing by (i) in the case of the Collateral Agent (A) in respect of the exercise of remedies under Section 8.02(c), the Required Lenders, or (B) in all other cases, the Administrative Agent or (ii) in the case of any Agent, the Required Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances as provided herein), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company that is communicated to or obtained by the financial institution serving in the capacity of such Agent (except insofar as provided to it as Agent hereunder) or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct or with the consent or at the request or direction of the Administrative Agent (in the case of the Collateral Administrator and the Collateral Agent only) or the Required Lenders (or such other number or percentage of Lenders that shall be permitted herein to direct such action or forbearance). None of the Collateral Agent, the Collateral Administrator or the Securities Intermediary shall be deemed to have knowledge or notice of any matter, including any Default, Event of Default, Market Value Event, Market Value Trigger Event or failure of the Borrowing Base Test unless and until a Responsible Officer has received written notice thereof from the Company, a Lender or the Administrative Agent. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Administrative Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document or electronic communication delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness, genuineness, value or sufficiency of this Agreement, any other agreement, instrument or document or the Collateral, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to such Agent, the Collateral Administrator or the Securities Intermediary, as applicable. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Administrative Agent shall be required to risk or expend its own funds in connection with the performance of its obligations hereunder if it reasonably believes it will not receive reimbursement therefor hereunder. Without limitation to the immediately preceding sentence, none of the Collateral Agent, the Collateral Administrator, the Securities Intermediary nor the Administrative Agent shall be required to take any action under this Agreement or any other Loan Document if taking such action (A) would subject such Person to Tax in any jurisdiction where it is not then subject to Tax, or (B) would require such person to qualify to do business in any jurisdiction where it is not then so qualified.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon (including as to the truth and correctness of the statements and opinions expressed therein), any notice, request, certificate, consent, statement, instrument, direction, opinion, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it in good faith, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

In the event the Collateral Agent or the Collateral Administrator shall receive conflicting instruction from the Administrative Agent and the Required Lenders, the instruction of the Required Lenders shall govern. Neither the Collateral Administrator nor the Collateral Agent shall have any duties or obligations under or in respect of any other agreement (including any agreement that may be referenced herein) to which it is not a party. The grant of any permissive right or power to the Collateral Agent hereunder shall not be construed to impose a duty to act.

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It is expressly acknowledged and agreed that neither the Collateral Administrator nor the Collateral Agent shall be responsible for, and shall not be under any duty to monitor or determine, the Market Value (or any other characteristic) of any Portfolio Investment, compliance with the Eligibility Criteria or the Concentration Limitations in any instance, to determine if the conditions of “Deliver” have been satisfied or otherwise to monitor or determine compliance by any other Person with the requirements of this Agreement.

Each of the Collateral Administrator, the Securities Intermediary and each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it; provided that, (a) prior to the occurrence of an Event of Default, with respect to the Collateral Administrator, the Securities Intermediary, and the Collateral Agent, an MS Competitor will not be appointed as sub-agent hereunder with respect to the material services to be performed by such Persons without the prior written consent of the Company (or the Servicer on its behalf), which consent will be deemed given unless the Company (or the Servicer on its behalf) provides written notice to the Collateral Administrator, Securities Intermediary or Collateral Agent (as applicable) no later than thirty (30) days after the date of notice from the Collateral Administrator, Securities Intermediary or Collateral Agent (as applicable) of any appointment of an MS Competitor as sub-agent that it does not consent to such appointment (and if a Responsible Officer of the Collateral Administrator, the Securities Intermediary or the Collateral Agent obtains actual knowledge of the appointment of any MS Competitor as sub-agent without the consent (or deemed consent) of the Company (or the Servicer on its behalf) in accordance with this sentence, if applicable, the Collateral Administrator, the Securities Intermediary or the Collateral Agent (as applicable) will use commercially reasonable efforts to notify the Company and the Servicer of such appointment) and (b) with respect to the Administrative Agent, the Administrative Agent will not appoint an MS Competitor as sub-agent hereunder. None of the Collateral Administrator, the Securities Intermediary or any Agent shall be responsible for any misconduct or negligence on the part of any sub-agent or attorney appointed by the Collateral Administrator, the Securities Intermediary or such Agent (as applicable) with due care. Each of the Collateral Administrator, the Securities Intermediary and each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates and the respective directors, officers, employees, agents and advisors of such Person and its Affiliates (the “Related Parties”) for such Agent. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Administrator, the Securities Intermediary and each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent, as the case may be.

Subject to the appointment and acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent, the Securities Intermediary and the Administrative Agent may resign at any time upon 30 days’ notice to each other agent, the Lenders, the Servicer and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with, so long as no Event of Default has occurred and is continuing and no Market Value Event has occurred, the consent of the Servicer (such consent not to be unreasonably withheld). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Administrator, Collateral Agent, Securities Intermediary or Administrative Agent, as applicable (each, a “Retiring Agent”), gives notice of its resignation, then the Administrative Agent may (with, so long as no Event of Default has occurred and is continuing and no Market Value Event has occurred, the consent of the Servicer (such consent not to be unreasonably withheld)), on behalf of the Lenders, appoint a successor which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor shall have been so appointed and shall have accepted such appointment within sixty (60) days after receipt of such notice of resignation by the Retiring Agent, such Retiring Agent may petition a court

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of competent jurisdiction for the appointment of a successor. If no successor shall have been so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60) days after the Retiring Agent gives notice of its resignation, such agent may petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent, as the case may be, hereunder (and, if applicable, under the applicable Account Control Agreement) by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Removed Agent, and the Removed Agent shall be discharged from its duties and obligations hereunder (and under the applicable Account Control Agreement, if applicable). After the Retiring Agent’s resignation hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such Retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent, as the case may be.

Subject to the appointment and acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent and the Securities Intermediary may be removed at any time with 30 days’ notice by the Company (with the written consent of the Administrative Agent), with notice to the Collateral Administrator, the Collateral Agent, the Securities Intermediary, the Lenders and the Servicer (which removal of the Collateral Agent or the Securities Intermediary will also be effective as removal under the Account Control Agreements). Upon any such removal, the Company shall have the right (with the written consent of the Administrative Agent) to appoint a successor to the Collateral Agent, the Collateral Administrator and/or the Securities Intermediary, as applicable. If no successor to any such Person shall have been so appointed by the Company and shall have accepted such appointment within thirty (30) days after receipt of such notice of removal by the Collateral Administrator, the Collateral Agent and/or the Securities Intermediary, as applicable (each, a “Removed Agent”), then the Administrative Agent may (with, so long as no Event of Default has occurred and is continuing and no Market Value Event has occurred, the consent of the Servicer (such consent not to be unreasonably withheld)) appoint a successor which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor shall have been so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60) days after the Removed Agent has received notice of its removal, such agent may petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent, as the case may be, hereunder (and, if applicable, under the applicable Account Control Agreement) by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Retiring Agent, and the Retiring Agent shall be discharged from its duties and obligations hereunder (and under the applicable Account Control Agreement, if applicable). Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary or Collateral Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the Retiring Agent, and the Retiring Agent shall be discharged from its duties and obligations hereunder. After the Removed Agent’s removal hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such Removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Securities Intermediary or Collateral Agent, as the case may be.

Upon the request of the Company or the Administrative Agent or the successor agent, such retiring or removed agent shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor agent all the rights, powers and trusts of the retiring or removed agent, and shall duly assign, transfer and deliver to such successor agent all property and money held by such retiring or removed agent hereunder. Upon request of any such successor agent, the Company and the Administrative Agent shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor agent all such rights, powers and trusts.

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Notwithstanding anything to the contrary contained herein or in any other Loan Document, any corporation or other entity into which the Collateral Agent, the Securities Intermediary or the Collateral Administrator may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Collateral Agent, the Securities Intermediary or the Collateral Administrator shall be a party, or any corporation or other entity succeeding to the corporate trust business of the Collateral Agent or the Collateral Administrator or the securities intermediary business of the Securities Intermediary shall be the successor of the Collateral Agent, the Securities Intermediary or the Collateral Administrator hereunder, as applicable (and, if applicable, under the applicable Account Control Agreement) without the execution or filing of any paper with any Person or any further act on the part of any Person.

Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

Anything in this Agreement notwithstanding, in no event shall any Agent, the Collateral Administrator or the Securities Intermediary be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator or the Securities Intermediary, as the case may be, has been advised of such loss or damage and regardless of the form of action.

Each Agent and the Collateral Administrator shall not be liable for any error of judgment made in good faith by an officer or officers of such Agent or the Collateral Administrator, unless it shall be conclusively determined by a court of competent jurisdiction that such Agent or the Collateral Administrator was grossly negligent in ascertaining the pertinent facts.

Each Agent and the Collateral Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in connection with this Agreement.

Each Agent and the Collateral Administrator shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion, report, consent, order, approval, bond or other document or electronic communication or have any responsibility for filing or recording any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder.

No Agent shall be responsible for delays or failures in performance resulting from acts beyond its control. Such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war. In connection with any payment, the Collateral Agent and the Collateral Administrator are entitled to rely conclusively on any instructions provided to them by the Administrative Agent.

The rights, protections, immunities and indemnities given to the Agents in this Section 9.01 shall likewise be available and applicable to the Securities Intermediary and the Collateral Administrator.

SECTION9.02Additional Provisions Relating to the Collateral Agent and the Collateral Administrator.

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(a)Collateral Agent May Perform. The Collateral Agent shall from time to time take such action (at the written direction of the Administrative Agent or the Required Lenders) for the maintenance, preservation or protection of any of the Collateral or of its security interest therein and the Administrative Agent may direct the Collateral Agent in writing to take any action incidental thereto; provided that with respect to actions which are incidental to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the written direction of the Administrative Agent; provided further that.in each case the Collateral Agent shall have no obligation to take any such action in the absence of such direction and shall have no obligation to comply with any such direction if it reasonably believes that the same (1) is contrary to Applicable Law or (2) is reasonably likely to subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required Lenders, as the case may be, issuing such instruction make provision reasonably satisfactory to the Collateral Agent for payment of same.

If, in performing its respective duties under this Agreement, a Responsible Officer of the Collateral Agent or Collateral Administrator, as applicable, determines that it is required to decide between alternative courses of action, such Collateral Agent or Collateral Administrator shall request written instructions from the Administrative Agent as to the course of action desired by it. The Collateral Agent and the Collateral Administrator shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take action inconsistent with such instructions. The Collateral Agent or Collateral Administrator, as applicable, shall be entitled to rely on the advice of legal counsel and independent accountants in performing its respective duties hereunder.

(b)Reasonable Care. The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession; provided that (i) the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purpose as permitted by this Agreement and (ii) the Collateral Agent shall have failed to exercise reasonable care if it fails to comply with any reasonable request by the Administrative Agent or the Lenders pursuant to this Agreement at any time. The Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any liens thereon.

(c)Collateral Agent Not Liable. Except to the extent arising from the gross negligence, willful misconduct, criminal conduct, fraud or reckless disregard of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance with the terms of this Agreement with respect to (1) the investment of funds held thereunder in Eligible Investments (other than for losses attributable to the Collateral Agent’s failure to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral agent, in accordance with their terms) or (2) losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity. It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Portfolio Investments or other Collateral.

(d)Certain Rights and Obligations of the Collateral Agent. Without further consent or authorization from any Lenders, the Collateral Agent may execute any documents or instruments necessary to release any lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or as otherwise permitted or required hereunder or to which the Required Lenders have otherwise consented. Anything contained herein to the contrary notwithstanding, in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to

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a public or private sale, any Agent or Lender may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Lenders (but not any Lender in its individual capacity unless the Required Lenders shall otherwise agree), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the purchaser at such sale.

(e)Collateral Agent, Securities Intermediary and Collateral Administrator Fees and Expenses. The Company agrees to pay to the Collateral Agent, the Securities Intermediary and the Collateral Administrator such fees as the Administrative Agent, the Collateral Agent, the Securities Intermediary, the Collateral Administrator and the Servicer, may agree in writing, subject to the Priority of Payments. The Company further agrees to pay to the Collateral Agent, the Securities Intermediary and the Collateral Administrator, or reimburse the Collateral Agent, the Securities Intermediary and the Collateral Administrator for paying, reasonable and documented out-of-pocket expenses, including attorney’s fees, in connection with this Agreement and the transactions contemplated hereby, subject to the Priority of Payments.

(f)Execution by the Collateral Agent, the Securities Intermediary and the Collateral Administrator. The Collateral Agent, the Securities Intermediary and the Collateral Administrator are executing this Agreement solely in their capacity as Collateral Agent, Securities Intermediary and Collateral Administrator, respectively, hereunder and in no event shall have any obligation to make any Advance, provide any Advance or perform any obligation of the Administrative Agent hereunder.

(g)Reports by the Collateral Administrator. The Company hereby appoints U.S. Bank National Association as Collateral Administrator and directs the Collateral Administrator to prepare the reports substantially in the form reasonably agreed by the Company, the Collateral Administrator and the Administrative Agent and to include daily position and cash flow reporting. The Company and the Servicer shall cooperate with the Collateral Administrator in connection with the reports and other matters described herein, including calculations relating to the reports contemplated herein or as otherwise reasonably requested hereunder. Without limiting the generality of the foregoing, the Servicer shall supply in a timely fashion any determinations, designations, classifications or selections made by it relating to a Portfolio Investment, including in connection with the acquisition or disposition thereof, and any information maintained by it that the Collateral Administrator may from time to time reasonably request with respect to the Portfolio Investment and reasonably need to complete the reports required to be prepared by the Collateral Administrator hereunder or reasonably required to permit the Collateral Administrator to perform its obligations hereunder. The Collateral Administrator shall deliver a draft of each such report to the Servicer and the Servicer shall have an opportunity to review, verify and approve the contents of the aforesaid reports. To the extent any of the information in such reports conflicts with data or calculations in the records of the Servicer, the Servicer shall notify the Collateral Administrator of such discrepancy and use reasonable efforts to assist the Collateral Administrator in reconciling such discrepancy. Upon reasonable request by the Collateral Administrator, the Servicer further agrees to provide to the Collateral Administrator from time to time during the term of this Agreement, on a timely basis, any information relating to the Portfolio Investments and any proposed purchases, sales or other dispositions thereof as to enable the Collateral Administrator to perform its duties hereunder.

(h)Information Provided to the Collateral Agent and the Collateral Administrator. Without limiting the generality of any terms of this Section, neither the Collateral Agent nor the Collateral Administrator shall have liability for any failure, inability or unwillingness on the part of the Servicer, the Administrative Agent, the Company or the Required Lenders to provide accurate and complete information on a timely basis to the Collateral Agent or the Collateral Administrator, as applicable, or otherwise on the part of any such party to comply with the terms of this Agreement, and,

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absent gross negligence, willful misconduct, criminal conduct, fraud or reckless disregard of the Collateral Agent or the Collateral Administrator, as applicable, shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Agent’s or Collateral Administrator’s, as applicable, part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.

(i)Instructions to Collateral Agent, Collateral Administrator and Securities Intermediary; Electronic Signatures. The Collateral Agent, Collateral Administrator and Securities Intermediary (each in their respective capacities) agree to accept and act upon instructions or directions pursuant to this Agreement or any other related transaction document sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any Person providing such instructions or directions shall provide to the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable, an incumbency certificate listing authorized officers designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable, email or facsimile instructions (or instructions by a similar electronic method) and the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable, in its discretion elects to act upon such instructions, the Collateral Agent's, the Collateral Administrator's or the Securities Intermediary's, as applicable, reasonable understanding of such instructions shall be deemed controlling. The Collateral Agent, the Collateral Administrator and the Securities Intermediary (each in their respective capacities) shall not be liable for any losses, costs or expenses arising directly or indirectly from their reliance upon and compliance with its reasonable understanding of such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Collateral Agent, the Collateral Administrator or the Securities Intermediary, including without limitation the risk of the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable, acting on unauthorized instructions, and the risk of interception and misuse by third parties.

By executing this Agreement, the parties hereto hereby acknowledge and agree, and direct the Collateral Agent, Collateral Administrator and Securities Intermediary to acknowledge and agree and the Collateral Agent, Collateral Administrator and Securities Intermediary do hereby acknowledge and agree, that execution of this Agreement, any instruction, order, direction, notice, form or other document executed by the any party to this Agreement or the other Loan Documents in connection with this Agreement or such other Loan Documents, by electronic signatures (whether by Adobe Sign, DocuSign, or any other similar platform identified by such party and reasonably available at no undue burden or expense to the Collateral Agent, Collateral Administrator and Securities Intermediary) shall be permitted hereunder notwithstanding anything to the contrary herein and such electronic signatures shall be legally binding as if such electronic signatures were handwritten signatures. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such officer on such party’s behalf. The parties hereto also hereby acknowledge and agree that the Collateral Agent, Collateral Administrator and Securities Intermediary shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

(j)Anti-Terrorism, Anti-Money Laundering. To help fight the funding of terrorism and money laundering activities, the Collateral Agent will obtain, verify and record information that identifies individuals or entities that establish a relationship or open an account with the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable. The Collateral Agent will ask for the name, address, tax identification number and other information that will allow the Collateral Agent to identify the individual or entity who is establishing the relationship or opening the account. The

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Collateral Agent may also ask for formation documents such as articles of incorporation, an offering memorandum or other identifying documents to be provided.

(k)No Responsibility for the Term SOFR Rate or Benchmark Replacement. The Collateral Agent, Collateral Administrator and Securities Intermediary shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the Term SOFR Rate (or any other applicable index, floating rate or Benchmark Replacement), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Replacement Date, Benchmark Transition Event or Benchmark Unavailability Period, (ii) to select, determine or designate any Benchmark Replacement or other alternate benchmark rate, or other successor or replacement rate, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement Adjustment or other modifier to any Benchmark Replacement or other replacement or successor rate or index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.

(l)The Collateral Agent, Collateral Administrator and Securities Intermediary 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 Rate (or any Benchmark Replacement or other applicable index or floating rate) and absence of any Benchmark Replacement or other replacement index or floating rate, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Administrative Agent, the Company or the Servicer, 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.

SECTION9.03Lender ERISA Representations and Covenants.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any Pledgor or any of their Affiliates, that at least one of the following is and will be true:

(i)such Lender is not using Plan Assets of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Financing Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Financing Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a QPAM, (B) such QPAM made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Advances, the Financing Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances, the Financing

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Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Financing Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Company or any Pledgor or any of their Affiliates, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Advances, the Financing Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(c)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, that:

(i)to the extent that such Lender is “a party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code) with respect to any of the Benefit Plan Investors set forth on Schedule 7, to the knowledge of such Lender, neither it or any of its “affiliates” (as defined in Part VI(c) of the QPAM Exemption) has the power or authority to (I) appoint or terminate the Investment Manager as the QPAM of such Benefit Plan Investor or (II) negotiate on behalf of such Benefit Plan Investor the terms of the management agreement with the Investment Manager as the QPAM of such Benefit Plan Investor, in each case, with respect to the assets of such Benefit Plan Investor involved in the transactions contemplated by the Loan Documents; and

(ii)it shall not assign, or grant any participations in, the administration of and performance of the Advances, the Financing Commitments and/or this Agreement to any Person unless such Person makes the representation, warranties and covenants set forth in this Section 9.03(c).

SECTION9.04Acknowledgements of the Lenders.

(a)Each Secured Party hereby agrees that (i) if the Administrative Agent or the Collateral Agent notifies such Secured Party that the Administrative Agent or the Collateral Agent has determined in its sole discretion that any funds received by such Secured Party from the Administrative Agent, the Collateral Agent or any of their respective Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Secured Party (whether or not known to such Secured Party), and demands the return of such Payment (or a portion thereof), such Secured Party shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent or the Collateral Agent (as applicable) the amount of any such Payment (or portion thereof) as to which such a demand

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was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Secured Party to the date such amount is repaid to the Administrative Agent or the Collateral Agent, as applicable, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent or the Collateral Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect, and (ii) to the extent permitted by applicable law, such Secured Party shall not assert, and hereby waives, as to the Administrative Agent and the Collateral Agent, 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 Collateral Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent or the Collateral Agent to any Secured Party under this Section 9.04 shall be conclusive, absent manifest error.

(b)Each Secured Party hereby further agrees that if it receives a Payment from the Administrative Agent, the Collateral Agent or any of their respective Affiliates (i) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent or the Collateral Agent (or any of their respective Affiliates) with respect to such Payment (a “Payment Notice”) or (ii) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Secured Party agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Secured Party shall promptly notify the Administrative Agent and the Collateral Agent of such occurrence and, upon demand from the Administrative Agent or the Collateral Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent or the Collateral Agent, as applicable, the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Secured Party to the date such amount is repaid to the Administrative Agent or the Collateral Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent or the Collateral Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(c)The parties hereto hereby agree that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Secured Party that has received such Payment (or portion thereof) for any reason, the Administrative Agent and the Collateral Agent (as applicable) shall be subrogated to all the rights of such Secured Party with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Company or any Pledgor, except, in each case, to the extent such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent or the Collateral Agent from the Company or any Pledgor for the purpose of making such Payment.

(d)Each party’s obligations under this Section 9.04 shall survive the resignation or replacement of the Administrative Agent or the Collateral Agent or any transfer of rights or obligations by, or the replacement of, any Secured Party, the termination of the Financing Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

ARTICLE X
MISCELLANEOUS

SECTION10.1Non-Petition; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator, the Servicer and the other parties hereto (other than the Administrative Agent acting at the direction of the Required Lenders) hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and

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one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted by the Company or against the Company by any Person other than a party hereto.

Notwithstanding any other provision of this Agreement or any other Loan Document, no recourse under any obligation, covenant or agreement of the Company or the Servicer contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Servicer or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Servicer hereunder) the Servicer and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Servicer or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Servicer contained in this Agreement or any other Loan Document, or implied therefrom, and that any and all personal liability for breaches by the Company or the Servicer of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, partner, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

SECTION10.2Notices. All notices and other communications in respect hereof (including, without limitation, any modifications hereof, or requests, waivers or consents hereunder) to be given or made by a party hereto shall be in writing (including by electronic mail or other electronic messaging system of .pdf or other similar files) to the other parties hereto at the addresses for notices specified on the Transaction Schedule (or, as to any such party, at such other address as shall be designated by such party in a notice to each other party hereto). All such notices and other communications shall be deemed to have been duly given when (a) transmitted by facsimile, (b) personally delivered, (c) in the case of a mailed notice, upon receipt, or (d) in the case of notices and communications transmitted by electronic mail or any other electronic messaging system, upon delivery, in each case given or addressed as aforesaid.

SECTION10.3No Waiver. No failure on the part of any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

SECTION10.4Expenses; Indemnity; Damage Waiver; Right of Setoff.

(a)The Company shall pay (1) all fees and reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Collateral Administrator and the Securities Intermediary, and such other local counsel as required for the Agents, the Collateral Administrator, and Securities Intermediary, in

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connection with the preparation and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (including due diligence with respect to the transactions contemplated hereby) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Collateral Administrator, the Securities Intermediary and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement or any other Loan Document, including their rights under this Section, or in connection with the Advances provided by them hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances.

(b)The Company shall indemnify the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders and their Related Parties (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims (whether brought by the Company or any third party), damages, liabilities and related expenses, including the fees, charges and disbursements of outside counsel for each Indemnitee and such other local counsel as required for any Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations (including, without limitation, any breach of any representation or warranty made by the Company or the Servicer hereunder (for the avoidance of doubt, after giving effect to any limitation included in any such representation or warranty relating to materiality or causing a Material Adverse Effect)) or the exercise or enforcement of the parties thereto of their respective rights (including, without limitation, the approval or disapproval by the Administrative Agent of the acquisition of any Portfolio Investment in accordance with the terms of this Agreement) or the consummation of the transactions contemplated hereby, (2) any Advance or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (3) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or is pursuing or defending any such action or (4) any action taken in connection with this Agreement, including, but not limited to, the payment of principal, interest and fees; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud or willful misconduct of such Indemnitee or its officers, directors or employees or solely from the failure of the Portfolio Investments to perform. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)To the extent permitted by Applicable Law, neither the Company nor any Indemnitee shall assert, and each hereby waives, any claim against the Company or any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement, instrument or transaction contemplated hereby or thereby, any Advance or the use of the proceeds thereof; provided, that nothing contained in this sentence shall limit the Company's indemnification obligations hereunder to the extent that such damages are included in a third party claim in connection with which an Indemnitee is entitled to indemnification hereunder.

(d)If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)

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at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Company against any of and all the obligations of the Company now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this clause (d) are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

(e)This Section 10.04 shall survive the termination of this Agreement, the repayment of all amounts owing to the Secured Parties hereunder and, if applicable, the earlier resignation or removal of any Indemnitee.

SECTION10.5Amendments. Subject to Section 3.01(h)(ii), no amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including, without limitation, a writing evidenced by a facsimile transmission or electronic mail) and executed by each of the Agents, the Collateral Administrator, the Securities Intermediary, the Required Lenders, the Company, the Pledgors and the Servicer; provided, however, that any amendment to this Agreement that the Administrative Agent determines in its commercially reasonable judgment is necessary to effectuate the purposes of Section 1.04 hereof following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event and which would not result in an increase or decrease in the rights, duties or liabilities of the Servicer, any Pledgor or the Company shall not be required to be executed by the Servicer, any Pledgor or the Company; provided further that the Administrative Agent may waive any of the Eligibility Criteria and the requirements set forth in Schedule 3 or Schedule 4 in its sole discretion; provided further that none of the Collateral Agent, the Collateral Administrator or the Securities Intermediary shall be required to execute any amendment that affects its rights, duties, protections or immunities; provided further that any Material Amendment shall require the prior written consent of each Lender affected thereby; provided further that (i) the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by the Administrative Agent), so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received at least five Business Days’ prior written notice (which may be by electronic mail) thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice (which may be by electronic mail) from the Required Lenders stating that the Required Lenders object to such amendment and (ii) the Administrative Agent may (with the consent of the Required Lenders), in its sole and absolute discretion, consent to any action or omission as set forth in this Agreement and may grant waivers, concessions and other indulgences in accordance with the terms of this Agreement.

SECTION10.6Successors; Assignments.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Servicer, the Administrative Agent and each Lender (and any attempted assignment or transfer by the Company without such consent shall be null and void) and (except with respect to any delegation set forth in Section 5.01) the Servicer may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent (not to be unreasonably withheld). Except as expressly set forth herein, nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)Subject to the conditions set forth below and Section 10.06(e), any Lender may assign to any other Person, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Financing Commitment, participations in Letters of Credit and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent and the Company; provided that (1) no consent of the Administrative Agent shall be required for an assignment of any Financing Commitment to an assignee that is a Lender (or any Affiliate thereof) immediately prior to giving effect to such assignment and (2) no consent of the Company shall be required, but reasonable notice to the Company shall be given, for an assignment to an assignee that is a bank, broker-dealer or insurance company (other than any assignee that is an MS Competitor, for which the consent of the Company shall be required; provided, further, that no consent of the Company shall be required for an assignment to any Person (including any MS Competitor) following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event.

Assignments shall be subject to the following additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; and (B) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement in form and substance acceptable to the Administrative Agent.

Subject to acceptance and recording thereof below, from and after the effective date specified in each assignment and assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment and assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such assignment and assumption, be released from its obligations under this Agreement (and, in the case of an assignment and assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto as a Lender but shall continue to be entitled to the benefits of Sections 5.03 and 10.04.

The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices a copy of each assignment and assumption delivered to it and the Register. The entries in the Register shall be conclusive absent manifest error, and the parties hereto shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Lender, the Collateral Agent and the Servicer, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed assignment and assumption executed by an assigning Lender and an assignee, the Administrative Agent shall accept such assignment and assumption and record the information contained therein in the Register.

(c)Any Lender may sell participations to one or more banks, broker-dealers, insurance companies or other entities (a “Lender Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Financing Commitment, participations in Letters of Credit and the Advances owing to it); provided that (1) such Lender’s obligations under this Agreement shall remain unchanged, (2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) the Company, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (4) the consent of the Company shall be required for the sale of any participation to an MS Competitor (other than following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide

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that such Lender will not, without the consent of the Lender Participant, agree to any Material Amendment that affects such Lender Participant.

(d)Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which it enters the name and address of each Lender Participant and the principal amounts (and stated interest) of each Lender Participant’s interest in the Advances or other obligations under this Agreement (the “Participant Register”); provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Lender Participant or any information relating to a Lender Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) and proposed Section 1.163-5(b) of the United States Treasury Regulations or any successor provision. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Company agrees that each Lender Participant shall be entitled to the benefits of Sections 3.01(e) and 3.03 (subject to the requirements and limitations therein, including the requirements under Section 3.03(f) (it being understood that the documentation required under Section 3.03(f) shall be delivered to the Lender that sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Lender Participant (A) agrees to be subject to the provisions of Section 3.01(f) relating to replacement of Lenders as if it were an assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01(e) and 3.03, with respect to any participation, than the Lender that sells the participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Lender Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the replacement of Lenders provisions set forth in Section 3.01(f) with respect to any Lender Participant.

SECTION10.7Governing Law; Submission to Jurisdiction; Etc.

(a)Governing Law. This Agreement will be governed by and construed in accordance with the law of the State of New York.

(b)Submission to Jurisdiction. Any suit, action or proceedings relating to this Agreement (collectively, “Proceedings”) shall be tried and litigated in the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City. With respect to any Proceedings, each party hereto irrevocably (i) other than with respect to the Collateral Agent, Collateral Administrator and the Securities Intermediary, submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, (ii) with respect to the Collateral Agent, Collateral Administrator and the Securities Intermediary, submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and (iii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing Proceedings to enforce any judgment against any such party arising out of or relating to this Agreement in the courts of any place where such party or any of its assets may be found or located, nor will the bringing

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of such Proceedings in any one or more jurisdictions preclude the bringing of such Proceedings in any other jurisdiction.

(c)Waiver of Jury Trial. EACH OF THE PARTIES HERETO AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION10.8Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance, together with all fees, charges and other amounts which are treated as interest on such Advance under Applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Advance in accordance with Applicable Law, the rate of interest payable in respect of such Advance hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Advance but were not payable as a result of the operation of this Section 10.08 shall be cumulated and the interest and Charges payable to such Lender in respect of other Advances or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION10.9PATRIOT Act. Each Lender and Agent that is subject to the requirements of the PATRIOT Act hereby notifies the Company that pursuant to the requirements of the PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow such Lender or Agent to identify the Company in accordance with the PATRIOT Act and the Beneficial Ownership Regulation.

SECTION10.10 Counterparts. This Agreement may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against the party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, "Signature Law"), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION10.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION10.12 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability

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of any Lender that is an Affected Financial Institution arising under this Agreement may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(1)a reduction in full or in part or cancellation of any such liability;

(2)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or

(3)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any applicable Resolution Authority.

As used herein:

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

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

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

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

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

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

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

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

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

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

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

SECTION10.13 Confidentiality. Each Agent, the Collateral Administrator, the Securities Intermediary and each Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors to the extent such Information is disclosed to such persons on a “need to know” basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority); provided, that such regulatory authority and self-regulatory authority shall have jurisdiction over such Person, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, in which case such Person agrees to inform the Company to the extent permitted by law, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder, the sale of any Portfolio Investment following the occurrence of a Market Value Event or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.13, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (other than any assignee to whom the Company has not provided consent to the assignment thereto (to the extent such consent is otherwise required)), or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (vii) with the consent of the Company, (viii) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section 10.13 by the delivering party or its Affiliates or (y) becomes available to any Agent, the Collateral Administrator, the Securities Intermediary or any Lender on a nonconfidential basis from a source other than the Company or (ix) to the extent permitted or required under this Agreement or any Account Control Agreement. For purposes of this Section 10.13, any Person required to maintain the

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confidentiality of Information as provided in this Section 10.13 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION10.14 Exempted Limited Partnerships. Any reference herein to a Cayman Islands exempted limited partnership taking any action, having any power or authority or owning, holding or dealing with any asset shall, in each case, be a reference to such exempted limited partnership acting through its general partner (or such general partner’s general partner, as applicable).

SECTION10.15 SWIFT Transmissions. The Company hereby directs the Collateral Agent, Collateral Administrator and Securities Intermediary to accept instructions sent pursuant to secure financial messaging services provided by SWIFT, which shall constitute instructions for all purposes hereunder. The Company instructs the Collateral Agent, Collateral Administrator and Securities Intermediary to accept and process SWIFT transmissions initiated by the Company to the same extent that written wire transfer instructions are accepted and processed by the Collateral Agent, Collateral Administrator and Securities Intermediary. The Collateral Agent, Collateral Administrator and Securities Intermediary may conclusively rely on SWIFT transmissions to release payments as instructed, subject to any verification of information as requested by the Collateral Agent, Collateral Administrator or Securities Intermediary, as applicable, including the call back process to an individual designated by the Company as authorized to provide such verification. The Collateral Agent, Collateral Administrator and Securities Intermediary may also request, and the Company will provide, an additional signed direction (whether by manual, facsimile, PDF or other electronic signature) in order for the Collateral Agent, Collateral Administrator or Securities Intermediary, as applicable, to make such payment in connection with any SWIFT transmission. For purposes of compliance with any incumbency certificate of the Company, all instructions received by the Collateral Agent, Collateral Administrator or Securities Intermediary through the methodology described herein shall be deemed in compliance with the procedures outlined therein (to the extent applicable).

SECTION10.16 Classification of Advances. For purposes of this Agreement, Advances (including Line Advances) may be classified by whether the rate of interest on such Advance is determined by reference to the applicable Reference Rate e.g. Term SOFR Rate Advance or Daily Simple RFR Advance.

SECTION10.17 Amendment and Restatement. On the A&R Effective Date, the Existing Agreement shall be amended and restated in its entirety by this Agreement and (a) all references to the Existing Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Agreement as amended and restated hereby and (d) the Company and each Pledgor (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement, each Loan Document to which it is a party shall remain in full force and effect in accordance with the terms thereof. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Agreement (including the Secured Obligations as defined therein) or to evidence payment of all or any portion of such Secured Obligations and liabilities, and all such Secured Obligations under the Existing Agreement shall continue as Secured Obligations under this Agreement.

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

SLIC FINANCING SPV LLC, as Company

By: /s/ Venugopal Rathi_________________
Name: Venugopal Rathi
Title: Chief Financial Officer

SL INVESTMENT CORP., as Parent

By: /s/ Venugopal Rathi_________________
Name: Venugopal Rathi
Title: Chief Financial Officer

SL INVESTMENT CORP., as Pledgor

By: /s/ Venugopal Rathi_________________
Name: Venugopal Rathi
Title: Chief Financial Officer

SL INVESTMENT CORP., as Servicer

By: /s/ Venugopal Rathi_________________
Name: Venugopal Rathi
Title: Chief Financial Officer

SL INVESTMENT FEEDER FUND L.P., as a Pledgor

By SL Investment Feeder Fund GP Ltd., its general partner

By: /s/ Martin Laufer___________________
Name: Martin Laufer
Title: Director

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SL INVESTMENT FEEDER FUND GP LTD., as a Pledgor

By: /s/ Martin Laufer___________________
Name: Martin Laufer
Title: Director

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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ James Greenfield______________________
Name: James Greenfield
Title: Executive Director

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U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent

By: /s/ Ralph J. Creasia, Jr.______________
Name: Ralph J. Creasia, Jr.
Title: Senior Vice President

U.S. BANK NATIONAL ASSOCIATION, as Collateral Administrator

By: /s/ Ralph J. Creasia, Jr.______________
Name: Ralph J. Creasia, Jr.
Title: Senior Vice President

U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary

By: /s/ Ralph J. Creasia, Jr.______________
Name: Ralph J. Creasia, Jr.
Title: Senior Vice President

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The Lenders

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender and Issuing Bank

By /s/ James Greenfield______________________
Name: James Greenfield
Title: Executive Director

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SCHEDULE 1

Transaction Schedule

1.

Types of Financing

Available

Financing Limit

Advances

yes

On and after the Third Amendment Effective Date and prior to a Financing Commitment Increase Date: U.S. $1,000,000,000; On and after a Financing Commitment Increase Date, if any, following the Third Amendment Effective Date: U.S. $1,000,000,000 plus additional amounts approved pursuant to Section 2.06.

2.

Lenders/Issuing Bank

Financing Commitment

JPMorgan Chase Bank, National Association

Prior to a Financing Commitment Increase Date: U.S. $1,000,000,000; On and after a Financing Commitment Increase Date, if any, U.S. $1,000,000,000, plus any additional amounts approved pursuant to Section 2.06, in each case, as reduced from time to time pursuant to Section 4.07. Letter of Credit Commitment: Prior to a Financing Commitment Increase Date, $100,000,000, and thereafter, 10% of the aggregate Financing Commitment.

3.

Scheduled Termination Date:

With respect to the Financing Commitment, December 3, 2025; With respect to any Extended Financing Commitment, the Scheduled Termination Date thereof as determined pursuant to Section 2.07.

4.

Interest Rates

Applicable Margin for Advances denominated in U.S. Dollars:

With respect to interest based on the Term SOFR Rate, prior to the Transition Date, 2.325% per annum and (ii) thereafter, 2.475%

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per annum (in each case, subject to increase in accordance with Section 3.01(b)); With respect to interest based on clause (i) of the definition of Base Rate, prior to the Transition Date, 2.325% per annum and (ii) thereafter, 2.475% per annum (in each case, subject to increase in accordance with Section 3.01(b)).

Applicable Margin for Advances denominated in CAD:

With respect to interest based on the CDOR Rate, prior to the Transition Date, 2.225% per annum and (ii) thereafter, 2.375% per annum (in each case, subject to increase in accordance with Section 3.01(b)); With respect to interest based on clause (ii) of the definition of Base Rate, prior to the Transition Date, 2.225% per annum and (ii) thereafter, 2.375% per annum (in each case, subject to increase in accordance with Section 3.01(b)).

Applicable Margin for Advances denominated in EUR:

With respect to interest based on the EURIBOR Rate, prior to the Transition Date, 2.225% per annum and (ii) thereafter, 2.375% per annum (in each case, subject to increase in accordance with Section 3.01(b)); With respect to interest based on the Base Rate, prior to the Transition Date, 2.225% per annum and (ii) thereafter, 2.375% per annum (in each case, subject to increase in accordance with Section 3.01(b)).

Applicable Margin for Advances denominated in GBP:

With respect to interest based on the Daily Simple RFR, prior to the Transition Date, 2.3443% per annum and (ii) thereafter, 2.4943% per annum (in each case, subject to increase in accordance with Section 3.01(b)); With respect to interest based on the Base Rate, prior to the Transition Date, 2.225% per annum and (ii) thereafter, 2.375% per annum (in each case, subject to increase in accordance with Section 3.01(b)).

5.

Account Numbers

Securities Account:

198379-700

Principal Collection Account: Interest Collection Account:

198379-201 198379-200

MV Cure Account:

198379-702

Unfunded Exposure Account:

198379-701

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Permitted Non-USD Currency Account (CAD): Permitted Non-USD Currency Account (EUR): Permitted Non-USD Currency Account (GBP):

198379-703 198379-704 198379-705

Pledgor Collateral Accounts

Bank Name: State Street Bank and Trust Co

ABA: 011000028

Account Name: SL INVESTMENT CORP.

Account Number: 11919636

Bank Name: State Street Bank and Trust Co

ABA: 011000028

Account Name: SL INVESTMENT FEEDER FUND

Account Number: 11571981

5.

Market Value Trigger:

(i) Prior to the Transition Date, 115%, and (ii) thereafter 110%

6.

Purchases of Restricted Securities

Notwithstanding anything herein to the contrary, no Portfolio Investment may constitute, at the time of initial purchase, a Restricted Security. As used herein, “Restricted Security” means any security that forms part of a new issue of publicly or privately issued securities (a) with respect to which an Affiliate of any Lender that is a “broker” or a “dealer”, within the meaning of the Securities Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within 30 days of the proposed purchase by the Company and (b) which the Company proposes to purchase from any such Affiliate of any Lender.

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Addresses for Notices
The Company:			SLIC Financing SPV LLC 1585 Broadway, 39th Floor New York, NY 10036			Attn: Venu Rathi Email: Venu.Rathi@morganstanley.com
The Servicer:			SL Investment Corp.			Attn: Orit Mizrachi Email: Orit.Mizrachi@morganstanley.com
The Administrative Agent:			JPMorgan Chase Bank, National Association c/o JPMorgan Services Inc. 500 Stanton Christiana Rd., 3rd Floor Newark, Delaware 19713			Telephone: (302) 634-2030
			with a copy to
			JPMorgan Chase Bank, National Association 383 Madison Ave. New York, New York 10179			Attention: James Greenfield Telephone: 212-834-9340 Email: james.r.greenfield@jpmorgan.com With a copy to: de_custom_business@jpmorgan.com
The Collateral Agent:			U.S. Bank National Association One Federal Street, 3rd Floor Boston, Massachusetts, 02110			Attention: Global Corporate Trust – SLIC Financing SPV LLC Telephone: (617) 603-6699 Email: MSIM.CLO@usbank.com with a copy to William.Murphy1@usbank.com
The Securities Intermediary:			U.S. Bank National Association One Federal Street, 3rd Floor Boston, Massachusetts, 02110			Attention: Global Corporate Trust – SLIC Financing SPV LLC Telephone: (617) 603-6699 Email: MSIM.CLO@usbank.com with a copy to William.Murphy1@usbank.com
The Bank:			U.S. Bank National Association One Federal Street, 3rd Floor Boston, Massachusetts, 02110			Attention: Global Corporate Trust – SLIC Financing SPV LLC Telephone: (617) 603-6699 Email: MSIM.CLO@usbank.com with a copy to William.Murphy1@usbank.com

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The Collateral Administrator:			U.S. Bank National Association One Federal Street, 3rd Floor Boston, Massachusetts, 02110			Attention: Global Corporate Trust – SLIC Financing SPV LLC Telephone: (617) 603-6699 Email: MSIM.CLO@usbank.com with a copy to William.Murphy1@usbank.com
JPMCB:			JPMorgan Chase Bank, National Association c/o JPMorgan Services Inc. 500 Stanton Christiana Rd., 3rd Floor Newark, Delaware 19713			Attention: Nicholas Rapak Facsimile: (302) 634-1092
			with a copy to: JPMorgan Chase Bank, National Association 383 Madison Ave. New York, New York 10179			Attention: James Greenfield Telephone: 212-622-7092
Each other Lender:			The address (or facsimile number or electronic mail address) provided by it to the Administrative Agent.

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SCHEDULE 2

Contents of Notices of Acquisition

Each Notice of Acquisition shall include the following information for the related Portfolio Investment(s):

JPMorgan Chase Bank, National Association,
as Administrative Agent
c/o JPMorgan Services Inc.
500 Stanton Christiana Rd., 3rd Floor
Email: de_custom_business@jpmorgan.com

JPMorgan Chase Bank, National Association,
as Administrative Agent
383 Madison Avenue
New York, New York 10179
Attention: Michael Grogan

Email:    NA_Private_Financing_Diligence@jpmorgan.com

JPMorgan Chase Bank, National Association,
as Lender
c/o JPMorgan Services Inc.
500 Stanton Christiana Rd., 3rd Floor
Newark, Delaware 19713
Email: de_custom_business@jpmorgan.com

cc:

U.S. Bank National Association, as Collateral Agent

and as Collateral Administrator

One Federal Street, 3rd Floor

Boston, Massachusetts, 02110

Attention: Global Corporate Trust – SLIC Financing SPV LLC

Email: MSIM.CLO@usbank.com, with a copy to William.murphy1@usbank.com

Ladies and Gentlemen:

Reference is hereby made to the Amended and Restated Loan and Security Agreement, dated as of June 3, 2021 (as amended, the “Agreement”), among SLIC Financing SPV LLC, as borrower (the “Company”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”), SL Investment Corp., as servicer (the “Servicer”), the lenders party thereto and the collateral agent, collateral administrator and securities intermediary party thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in the Agreement.

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Pursuant to the Agreement, the Servicer hereby [requests approval for the Company to acquire][notifies the Administrative Agent of the Company’s intention to acquire] the following Portfolio Investment(s):1

Fund
Issuer / Obligor
Jurisdiction
Identifier (LoanX; CUSIP)
Requested Notional Amount
Asset Class
Current Pay (Y/N)
Syndication Type
Lien
Tranche Size
Price
Spread / Coupon
Base Rate
LIBOR Floor
Maturity
GICS3 Industry
LTM EBITDA (In Millions)
LTM Capital Expenditures (in Millions)
Leverage Through Tranche (Net)
Currency Type
Spot Rate
Security Identifier
Security Description
Financial Covenants
Quantity
Governing Law

To the extent available, we have included herewith (1) the material underlying instruments (including, in the case of a Loan, the final credit agreement, the collateral and security documents and, in each case, any amendments thereto) relating to each such Portfolio Investment, (2) audited financial statements for the previous most recently ended three years of the Portfolio Investment Obligor of each such Portfolio Investment to the extent available, or alternatively, a quality of earnings report prepared by an accredited accounting firm, (3) quarterly statements for the previous most recently ended four fiscal quarters of the Portfolio Investment Obligor of each such Portfolio Investment, (4) pro forma financial statements for the applicable forward one year period, (and for any longer period to the extent so prepared), (5) any appraisal or valuation reports conducted by third parties in connection with the proposed investment by the Company, (6) applicable “proof of existence” details (if requested by the Administrative Agent), (7) full and final investment committee memo (subject to redactions for confidential information as reasonably determined by the Company), (8) with respect to any Portfolio Investment that is an ARR Portfolio Investment, (a) a list of all relevant public company comparables, (b) all financial information received by the Company or the Servicer from or on behalf of the Portfolio Investment Obligor of such ARR Portfolio Investment, (c) analysis of the Servicer with respect to performance, including (i) revenue retention, (ii) pricing changes and (iii) estimates of stabilized EBITDA margin and (d) other analysis as is usual and customary for such investments and (9) any other documents reasonably requested by the Administrative Agent to the extent prepared, available and permitted to be shared (subject to redactions for confidential information as reasonably determined by the Company).

1 Company to complete as applicable.

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The Servicer acknowledges that it will provide such other information from time to time reasonably requested by the Administrative Agent.

The amount of Eligible Unfunded Capital Commitments as of the date of such Purchase is U.S.$[_________].

We hereby certify that all conditions to the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement are satisfied.

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SCHEDULE 3

Eligibility Criteria

1.Such obligation is a Loan (including any Delayed Funding Term Loan, Revolving Loan, Senior Secured Loan or Second Lien Loan) and is not a Synthetic Security, a Zero-Coupon Security, a Structured Finance Obligation, a Participation Interest, a Mezzanine Obligation (or, for the avoidance of doubt, any other unsecured obligation of a Portfolio Investment Obligor) or a Letter of Credit or an interest therein.

2.The Portfolio Investment Obligor (other than any ARR Obligor) has an LTM EBITDA at the time of its acquisition by the Company of U.S. $10,000,000 or greater.

3.Such obligation does not require the making of any future advance or payment by the Company to the issuer thereof or any related counterparty except in connection with a Delayed Funding Term Loan or a Revolving Loan.

4.Such obligation is eligible to be entered into by, sold or assigned to the Company and pledged to the Collateral Agent and, to the extent there is an express prohibition on the pledging of such obligation, a consent from the applicable general partner, managing member, board of directors or any similar governing body of the Portfolio Investment Obligor authorizing and consenting to the pledge of the such obligation shall have been obtained.

5.Such obligation is purchased at a price that is at least 80% of the par amount of such obligation.

6.Such obligation is denominated and payable in an Eligible Currency and is issued by a Portfolio Investment Obligor organized in an Eligible Jurisdiction.

7.It is an obligation upon which no payments are subject to deduction or withholding for or on account of any withholding Taxes imposed by any jurisdiction unless the related Portfolio Investment Obligor is required to make “gross-up” payments that cover the full amount of any such withholding Taxes (subject to customary conditions to such payments which the Company (or the Servicer on behalf of the Company) in its good faith reasonable judgment expects to be satisfied).

8.Such obligation is not subject to an event of default (as defined in the underlying instruments for such obligation) in accordance with its terms (including the terms of its underlying instruments after giving effect to any grace and/or cure period set forth in the related loan agreement, but, in the case of any payment default, not to exceed five (5) Business Days) and no Indebtedness of the Portfolio Investment Obligor thereon ranking pari passu with or senior to such obligation is in default with respect to the payment of principal or interest or is subject to any other event of default that would trigger a default under the related loan agreement (after giving effect to any grace and/or cure period set forth in the related loan agreement, but, in the case of any payment default, not to exceed five (5) Business Days).

9.The timely repayment of such obligation is not subject to non-credit-related risk as determined by the Servicer in its good faith and reasonable judgment.

10.It is not at the time of purchase or commitment to purchase the subject of an offer other than an offer pursuant to the terms of which the offeror offers to acquire a debt obligation in exchange for consideration consisting solely of cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest.

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11.Such obligation is not an Equity Security and does not provide, on the date of acquisition, for conversion or exchange at any time over its life into an Equity Security.

12.Such obligation provides for periodic payments of interest thereon in cash at least semi-annually.

13.Such obligation will not cause the Company or the pool of Collateral to be required to register as an investment company under the Investment Company Act of 1940, as amended.

14.The Portfolio Investment has been Delivered to the Collateral Agent.

15.In the case of a Portfolio Investment that is a Loan, (i) the Administrative Agent is an “Eligible Assignee” (as such term, or comparable term, is defined in the documents evidencing such Portfolio Investment) and such Portfolio Investment is otherwise permitted to be entered into by, sold or assigned to the Administrative Agent and (ii) if the administrative agent with respect to such Portfolio Investment is an affiliate of the Servicer, the Company shall have delivered to the Administrative Agent an assignment agreement duly executed by the administrative agent and/or Portfolio Investment Obligor in respect of such Portfolio Investment, naming the Administrative Agent as assignee.

16.In the case of a Portfolio Investment that is an ARR Portfolio Investment, as determined by the Administrative Agent in its sole discretion, (i) the ratio of the aggregate principal balance of such ARR Portfolio Investment to the Enterprise Value of such ARR Obligor and the Enterprise Value of such ARR Obligor, in each case, shall be sufficient in the Administrative Agent’s sole discretion, determined at the time the Company acquires such Portfolio Investment and (ii) such ARR Portfolio Investment is a Senior Secured Loan.

The following capitalized terms used in this Schedule 3 shall have the meanings set forth below:

“ARR Obligor” means the Portfolio Investment Obligor with respect to an ARR Portfolio Investment.

“Eligible Currency” means U.S. Dollars and any Permitted Non-USD Currency.

“Eligible Jurisdictions” means the United States of America and any State therein, Canada, the United Kingdom and any country in the European Economic Area (and any other jurisdiction as agreed to by the Administrative Agent in its sole discretion).

“Enterprise Value” means the most recent valuation of the ARR Obligor.

“Equity Securities” means shares of capital stock, partnership interests and limited liability company interests and other equity interests (including Equity Interests) of any kind of any Person, whether readily marketable or not.

“Letter of Credit” means a facility whereby (i) a fronting bank (“LOC Agent Bank”) issues or will issue a letter of credit (“LC”) for or on behalf of a borrower pursuant to an underlying instrument, (ii) if the LC is drawn upon, and the borrower does not reimburse the LOC Agent Bank, the lender/participant is obligated to fund its portion of the facility and (iii) the LOC Agent Bank passes on (in whole or in part) the fees and any other amounts it receives for providing the LC to the lender/participant.

“Participation Interest” means a participation interest in a Loan.

“Structured Finance Obligation” means any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing ownership of, a pool of receivables or other

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financial assets of any Portfolio Investment Obligor, including collateralized debt obligations and mortgage-backed securities.

“Synthetic Security” means a security or swap transaction, other than a participation interest or a letter of credit, 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.

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SCHEDULE 4

Concentration Limitations

The “Concentration Limitations” shall be satisfied on any date of determination if, in the aggregate, the Portfolio Investments (other than any Ineligible Investments) owned (or in relation to a proposed purchase of a Portfolio Investment, proposed to be owned) by the Company comply with all the requirements set forth below unless otherwise consented to by the Administrative Agent:

1.Portfolio Investments issued by a single Portfolio Investment Obligor and its Affiliates may not exceed (i) prior to the Transition Date, an aggregate principal balance equal to $30,000,000 and (ii) thereafter, 5% of the Collateral Principal Amount; provided that, on or after the Transition Date, Senior Secured Loans not constituting ARR Portfolio Investments issued by three (3) Portfolio Investment Obligors and their respective Affiliates may each constitute up to an aggregate principal balance equal to 7.5% of the Collateral Principal Amount.

2.ARR Portfolio Investment Loans may not exceed 15% of the Collateral Principal Amount.

3.(i) Not less than 95% of the Collateral Principal Amount shall consist of Portfolio Investments that are Senior Secured Loans (which, for the purposes of this clause (i) shall include unitranche Loans and exclude any First Lien Last Out Loans, in each case as determined by the Administrative Agent in its sole discretion), cash and Eligible Investments and (ii) not more than 5% of the Collateral Principal Amount shall consist of Second Lien Loans (which, for the purposes of this clause (ii), shall include any First Lien Last Out Loans as determined by the Administrative Agent in its sole discretion).

4.Portfolio Investments issued by Portfolio Investment Obligors and their Affiliates domiciled in (x) the United States of America may not be less than 75% of the Collateral Principal Amount or (y) any Eligible Jurisdiction other than the United States of America may constitute not more than 25% of the Collateral Principal Amount.

5.Not more than 10% of the Collateral Principal Amount may consist of unfunded portions of Delayed Funding Term Loans or any unfunded portions of Revolving Loans.

6.Not more than 25% of the Collateral Principal Amount may consist of Loans to Portfolio Investment Obligors with an EBITDA of less than U.S.$20,000,000 (determined as of the most recent fiscal quarter end).

7.Not more than 10% of the Collateral Principal Amount may consist of Loans to Portfolio Investment Obligors not belonging to non-look through Software GICS Industry Classification with a Net Leverage Ratio greater than 7.50:1.00 (with Net Leverage Ratio measured on a quarterly basis).

8.Not less than 75% of the Collateral Principal Amount may be denominated in U.S. Dollars and not more than 25% of the Collateral Principal Amount may be denominated in all Permitted Non-USD Currencies in the aggregate; provided that, not more than 15% of the Collateral Principal Amount may be denominated in GBP.

9.After the Ramp-Up Period, (i) not more than 15% of the Collateral Principal Amount may consist of Portfolio Investments that are issued by Portfolio Investment Obligors that belong to the same

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GICS Industry Classification and (ii) the Collateral Principal Amount of Portfolio Investments that belong to the same Sector or Industry Group (where applicable) shall not exceed the limits set forth for such Sector or Industry Group in Schedule 6; provided, that (a) Portfolio Investments that are issued by Portfolio Investment Obligors that belong to the Software GICS Industry Classification may constitute up to 20% of the Collateral Principal Amount and (b) Portfolio Investments that are issued by Portfolio Investment Obligors that belong to the Commercial Services & Supplies GICS Industry Classification may constitute up to 25% of the Collateral Principal Amount; provided, further, that the Collateral Principal Amount of Portfolio Investments that are issued by Portfolio Investment Obligors that belong to the Retailing Industry Group shall exclude, solely for the purposes of calculating the Retailing Industry Group (but not any Sector calculation) pursuant to the foregoing clause (ii), the Distributors GICS Industry Classification. As used herein, “GICS Industry Classifications” means the industry classifications set forth in Schedule 6 hereto and as applicable, which classification (x) shall be determined by the Servicer (with the consent of the Administrative Agent in its sole and absolute discretion) on the Purchase Date for the applicable Portfolio Investment, (y) shall be updated, upon reasonable prior notice to the Servicer, for any published revisions to GICS sector or industry classifications and (z) solely in the case of Software, shall be based on the primary industries of the end users or consumers of the products or services produced or provided by the Portfolio Investment Obligor.

10.Not more than 0% of the Collateral Principal Amount may consist of Loans to Portfolio Investment Obligors (other than any ARR Obligor) with an EBITDA of less than U.S. $10,000,000 (determined as of the most recent fiscal quarter end), unless the exclusion from the Concentrations Limitations thereof shall be consented to by the Administrative Agent, subject in all respects to the terms and conditions of such consent.

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SCHEDULE 5

Initial Portfolio Investments

(See Annex A)

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SCHEDULE 6

General Industry Classification Standard (GICS)

(see attached)

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SCHEDULE 7

Benefit Plan Investors

(See Annex A)

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

CERTIFICATION

I, Jeffrey S. Levin, certify that:

1.I have reviewed this quarterly report on Form 10-Q of SL INVESTMENT CORP.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 Dated: August 10, 2022

/s/ Jeffrey S. Levin
Jeffrey S. Levin Chief Executive Officer (Principal Executive Officer)

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Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

CERTIFICATION

I, Venugopal Rathi, certify that:

1.I have reviewed this quarterly report on Form 10-Q of SL INVESTMENT CORP.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 Dated: August 10, 2022

/s/ Venugopal Rathi
Venugopal Rathi Chief Financial Officer (Principal Financial Officer)

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Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER, SECTION 906

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey S. Levin, the Chief Executive Officer (Principal Executive Officer) of SL INVESTMENT CORP. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

•the Form 10-Q of the Company for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•the information contained in the Form 10-Q of the Company for the quarter ended June 30, 2022 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2022
/s/ Jeffrey S. Levin
Jeffrey S. Levin Chief Executive Officer (Principal Executive Officer)

*The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER, SECTION 906

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Venugopal Rathi, the Chief Financial Officer (Principal Financial Officer) of SL INVESTMENT CORP. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

•the Form 10-Q of the Company for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•the information contained in the Form 10-Q of the Company for the quarter ended June 30, 2022 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2022
/s/ Venugopal Rathi
Venugopal Rathi Chief Financial Officer (Principal Financial Officer)

*The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.