CREDIT AGREEMENT

dated as of November 7, 2025

among

FPLF NS Holdings Finance LLC,
as Borrower,

FPLF NS Holdings Finance DAC,

as Subsidiary Guarantor,

FPLF NS Holdings Finance CM LLC,

as Servicer,

the Lenders Referred to Herein,

the Membership Interest Holders Referred to Herein,

The Bank of Nova Scotia,
as Administrative Agent,

U.S. Bank Trust Company, National Association,
as Collateral Agent

and

U.S. Bank National Association,
as Custodian

TABLE OF CONTENTS

Page

SCHEDULES AND EXHIBITS

Schedule A - Approved Appraisal Firms

Schedule B - [Reserved]

Schedule C - Diversity Score

Schedule D - Moody’s Rating Definitions

Schedule E - S&P Recovery Rate and Default Rate Tables

Schedule F - S&P Recovery Rate Matrix

Schedule G - S&P Weighted Average Life Matrix

Schedule H - List of Initial Collateral Loans

Schedule I - S&P Industry Classifications

Schedule J - Loan Allocations

Exhibit A-1 - Form of Note for Class A-R Loans

Exhibit A-2 - Form of Note for Class A-T Loans

Exhibit A-3 - Form of Note for Swingline Loans

Exhibit B - Form of Notice of Borrowing

Exhibit C - Form of Assignment and Assumption Agreement

Exhibit D - Scope of Collateral Reports

Exhibit E - Scope of Payment Date Reports

Exhibit F - Scope of Asset-Level Reporting to Lenders

Exhibit G - Form of EU/UK Retention Letter

Exhibit H - Form of Prepayment/Commitment Reduction Notice

Exhibit I - Structure Chart

Exhibit J - Transaction Summary

Exhibit K - Form of Transparency Reporting Request

Exhibit L - Form of Subsidiary Guaranty

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of November 7, 2025, is entered into by and among FPLF NS HOLDINGS FINANCE LLC, a limited liability company organized under the laws of the State of Delaware, as Borrower, FPLF NS HOLDINGS FINANCE DAC, an Irish designated activity company incorporated under the laws of Ireland, as Subsidiary Guarantor, FPLF NS HOLDINGS FINANCE CM LLC, a limited liability company organized under the laws of the State of Delaware, as Servicer, the Lenders party hereto from time to time, the Membership Interest Holders party hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders, U.S. Bank Trust Company, National Association, as Collateral Agent and U.S. Bank National Association, as Custodian.

W I T N E S S E T H:

WHEREAS, the Borrower desires that the Lenders make Loans, in the case of the Class A-R Loans and the Swingline Loans, on a revolving basis, and in the case of the Class A-T Loans (as applicable), on a term loan basis, to the Borrower on the terms and subject to the conditions set forth in this Agreement, and each Lender may from time to time make Loans to the Borrower on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the proceeds of the Loans made by the Lenders to the Borrower on the date hereof shall be used by the Borrower (i) to acquire and originate Collateral Loans, (ii) to invest in the Subsidiary Guarantor for the purpose of acquiring or originating Collateral Loans or (iii) as otherwise specified pursuant to Section 5.17;

NOW, THEREFORE, the Loan Parties, the Lenders, the Administrative Agent and the Collateral Agent hereby agree as follows:

GRANTING CLAUSE

To secure the due and punctual payment and performance of all Secured Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof, each Loan Party hereby Grants to the Collateral Agent for the benefit of the Secured Parties a security interest in all of such Loan Party's right, title and interest in and to the following, whether now owned or hereafter acquired (collectively, the "Pledged Collateral"):

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

(b) (i) the Custodial Accounts and all Collateral which is delivered to the Collateral Agent pursuant to the terms hereof and all payments thereon or with respect thereto, (ii) each of the other Covered Accounts and the Account Control Agreement and (iii) Eligible Investments or other investments (whether or not such investments constitute Eligible Investments) acquired with funds on deposit in the Covered Accounts, and all income from the investment of funds in the Covered Accounts;

(c) monies, securities, reserves and other property now or at any time in the possession of such Loan Party or which is delivered to, or received by, the Collateral Agent or its bailee, agent or custodian (including, without limitation, all Eligible Investments and other investments with respect to any Collateral or proceeds thereof);

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

(e) the Interest Hedge Agreements, the Sale Agreements, the Collateral Administration Agreement and, if delivered, the EU/UK Retention Letter;

(f) the PPNs and all payments and rights thereunder;

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

(h) all other tangible and intangible personal property whatsoever of such Loan Party and all other agreements of such Loan Party; and

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

Except as set forth in the Priority of Payments, the definition of "Administrative Expenses", Section 2.16 and Section 4.19, the Loans are secured by the foregoing Grant equally and ratably without prejudice, priority or distinction between any Loan and any other Loans by reason of difference in time of borrowing or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments, the payment of all amounts due on the Loans in accordance with their terms, the payment by the Borrower or the Subsidiary Guarantor of all other sums payable under this Agreement and the other Loan Documents and compliance with the provisions of this Agreement and the other Loan Documents, all as provided herein.

Article I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. The following terms, as used herein, have the following meanings:

"Account Control Agreement" means each of (i) the Account Control Agreement, dated on or about the date hereof, among the Borrower, as debtor, U.S. Bank Trust Company, National Association, as secured party and U.S. Bank National Association, as custodian and securities intermediary and (ii) the Account Control Agreement, dated on or about the date hereof,

among the Subsidiary Guarantor, as debtor, U.S. Bank Trust Company, National Association, as secured party and U.S. Bank National Association, as custodian and securities intermediary.

"Accountants' Report" means an agreed upon procedures report prepared by a firm of Independent certified public accountants of recognized national reputation appointed by the Borrower.

"Additional Lender" means a Lender that has made an Additional Loan or provided an Increased Commitment hereunder.

"Additional Loans" has the meaning assigned to such term in Section 2.11(a).

"Adjusted Collateral Principal Amount" means, as of any date of determination, (a) the Aggregate Principal Balance of the Collateral Loans (excluding Excepted Current Pay Obligations, Deferring Loans, Defaulted Loans, Specified Non-Paying Loans and Adjusted Value Loans, each as to which the applicable rule below shall apply), plus (b) without duplication, the amounts on deposit in the Collection Accounts representing Principal Proceeds (including Eligible Investments therein and including capital contributions or proceeds deposited therein by any Membership Interest Holder), plus (c) with respect to each Excepted Current Pay Obligation, the S&P Recovery Amount therefor, plus (d) for all Defaulted Loans, the Defaulted Loan Balance, plus (e) for all Deferring Loans, the Defaulted Loan Balance, plus (f) with respect to each Adjusted Value Loan, the product of (i) the outstanding principal amount of such Adjusted Value Loan as of such date, multiplied by (ii) the purchase price of such Adjusted Value Loan (expressed as a percentage of par), excluding accrued interest and any syndication or upfront fees paid to the applicable Loan Party, but including, at the discretion of the Borrower, the amount of any related transaction costs (including assignment fees) paid by the applicable Loan Party to the seller of the Collateral Loan or its agent, plus (g) for each Specified Non-Paying Loan, the lowest of (x) the Principal Balance of such Specified Non-Paying Loan and (y) the Market Value thereof, minus (h) the Excess CCC Adjustment Amount; provided, that with respect to any Collateral Loan that satisfies more than one of the definitions under clauses (c) through (h) above, such Collateral Loan shall, for the purposes of this definition, be treated as belonging to the category of Collateral Loans which results in the lowest Adjusted Collateral Principal Amount on any date of determination; provided, further, the Adjusted Collateral Principal Amount of any Collateral Loan held in the form of a Transferred Participation after the date that is 60 days after the date such Transferred Participation was acquired will be the lower of (A) the Market Value thereof and (B) the S&P Recovery Amount thereof; provided, further, that, with respect to any Collateral Loan held by an SPV Subsidiary, for purposes of this definition and the calculation of the Overcollateralization Ratio, such Collateral Loan will have an Adjusted Collateral Principal Amount of zero unless such SPV Subsidiary has pledged its assets to the Collateral Agent for the benefit of the Secured Parties.

"Adjusted Value Loan" means any Collateral Loan that is acquired by a Loan Party at a price that is less than 97% of par; provided that such Collateral Loan will cease to be an Adjusted Value Loan at such time as the Market Value (expressed as a percentage of par) of such Collateral Loan, for any period of 30 consecutive days since the acquisition by such Loan Party of such Collateral Loan, equals or exceeds 100.0% of the Principal Balance of such Collateral Loan.

"Administrative Agent" means Scotiabank in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

"Administrative Agent Fee" means the fee payable to the Administrative Agent in arrears on each Payment Date in accordance with the Priority of Payments in an amount specified in the Administrative Agent Fee Letter.

"Administrative Agent Fee Letter" means the fee letter dated on or about the Closing Date, between the Borrower, the Servicer and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

"Administrative Agent's Office" means the Administrative Agent's address as set forth at the address listed on the signature pages hereto, and, as appropriate, the account, or such other address or account as the Administrative Agent may from time to time notify to the Loan Parties and the Lenders.

"Administrative Expense Cap" means, with respect to any Payment Date, an amount equal to (x) $150,000 plus (y) 0.02% multiplied by the sum of, without duplication, (i) the Aggregate Principal Balance of all Collateral Loans, plus (ii) the aggregate amount of funds on deposit in the Collection Accounts, including Eligible Investments and capital contributions or proceeds deposited therein by any Membership Interest Holder, constituting Principal Proceeds, plus (iii) the Net Aggregate Exposure Amount, in each case, measured as of the Calculation Date immediately preceding such Payment Date (prorated for the related Interest Period on the basis of a 360-day year comprised of twelve 30-day months).

"Administrative Expenses" means, without duplication, fees, expenses (including indemnities) and other amounts due or accrued with respect to any Payment Date and any other date fixed for payment of such amounts (including, with respect to any Payment Date, any such amounts that were due and not paid on any prior Payment Date) and payable in the following order by the Borrower or the Subsidiary Guarantor, as applicable, to:

(a) first, to the Collateral Agent in respect of the Collateral Agent Fee and any fees owed to the Collateral Administrator, the Custodian and U.S. Bank NA as securities intermediary (if any), and for the reimbursement of other reasonable and documented out-of-pocket expenses and disbursements (including, without limitation, indemnities payable pursuant to the Loan Documents) incurred by the Collateral Agent, the Collateral Administrator, the Custodian and U.S. Bank NA as securities intermediary under any Loan Documents in accordance with the provisions of this Agreement;

(b) second, to the Administrative Agent in respect of the Administrative Agent Fee and for the reimbursement of reasonable and documented out-of-pocket expenses and disbursements incurred by the Administrative Agent or the Lenders in accordance with the provisions of this Agreement, the Administrative Agent Fee Letter or any other Loan Document;

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

(i) (u) the reimbursement to the Parent for payment of amounts due in respect of actions taken on or before the Closing Date or in connection with the closing of the transactions contemplated by this Agreement (including all reasonable and documented fees and out-of-pocket costs and expenses of legal counsel for the Agents and the Lenders), (v) the reimbursement of reasonable and documented out-of-pocket expenses and disbursements incurred by the Borrower, the Subsidiary Guarantor and the Servicer in accordance with the provisions of this Agreement and any other Loan Document, including appraisal fees, fees and expenses of a firm of independent certified public accountants appointed pursuant to Section 5.36 and other out‑of‑pocket expenses incurred in connection with the Collateral Loans, Eligible Investments and other Collateral and payable to third parties, (w) any amounts payable by the Borrower, the Subsidiary Guarantor and the Servicer in connection with any advances made to protect or preserve rights against an Obligor or to indemnify an agent or representative for lenders pursuant to any Related Contracts, (x) any expenses related to an SPV Subsidiary, (y) fees and expense reimbursements payable by the Borrower, the Subsidiary Guarantor or the Retention Provider to any Independent director or any Independent Review Party or member thereof, in each case, in accordance with their respective Constituent Documents and (z) to the Independent Directors for the fees and expenses of such Independent Directors (as defined in the LLC Agreement) pursuant to the LLC Agreement;

(ii) S&P for fees and reasonable expenses in connection with any rating of the Loans or the Collateral Loans, including fees related to the obtaining of credit estimates by S&P and ongoing rating agency surveillance fees;

(iii) any other Person in respect of any governmental fee, charge or tax incurred on behalf of the Loan Parties; and

(iv) any other Person in respect of any other fees or expenses (including, but not limited to Excepted Advances) expressly permitted under this Agreement and the documents delivered pursuant to or in connection with this Agreement and the Loan Documents; and

(d) fourth, on a pro rata basis, indemnities payable to any Person permitted under this Agreement and the documents delivered pursuant to or in connection with this Agreement and the Loan Documents not otherwise paid;

provided that Administrative Expenses shall not include (i) any salaries of any employees of the Loan Parties (for the avoidance of doubt, neither Loan Party pays any salaries) or the Servicer, (ii) any Increased Costs or (iii) any Replacement Servicer Fees.

"Administrative Officer" means, (i) when used with respect to the Collateral Agent (in each of its capacities), any vice president, assistant vice president, treasurer, assistant treasurer, trust officer, associate or any other officer of the Collateral Agent who shall have direct responsibility for the administration of this Agreement or to whom any corporate trust matter is referred within the Corporate Trust Office because of his or her knowledge of and familiarity with

the particular subject and (ii) when used with respect to the Administrative Agent, any officer within the office of the Administrative Agent at the address listed on the signature pages hereto, including any vice president, assistant vice president, officer of the Administrative Agent customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at such location because of his or her knowledge of and familiarity with the particular subject.

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

"Affected Lender" means (i) a Lender that is subject to regulation under the EU Securitisation Regulation from time to time or party to liquidity or credit support arrangements provided by a financial institution that is subject to such regulation (an "EU Affected Lender") or (ii) a Lender that is subject to regulation under the UK Securitisation Regulation from time to time or party to liquidity or credit support arrangements provided by a financial institution that is subject to such regulation (a "UK Affected Lender"), in each case, as identified to the Borrower by such Lender (or the Administrative Agent on such Lender's behalf).

"Affiliate" or "Affiliated" means, with respect to any Person, (a) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (b) any other Person who is a director, officer or employee (i) of such Person, (ii) of any subsidiary or parent company of such Person or (iii) of any Person described in clause (a) above. For the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50.0% of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Agents" means the Administrative Agent, the Collateral Agent, the Custodian and U.S. Bank NA, as securities intermediary, and "Agent" means any of them.

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

"Aggregate Participation Exposure" means, at any time, the Maximum Principal Balance of all Collateral Loans that are in the form of Participation Interests owned by the Loan Parties at such time.

"Aggregate Principal Balance" means, when used with respect to all or a portion of the Collateral Loans or other Pledged Collateral, the sum of the Principal Balances (in U.S. Dollars or U.S. Dollar Equivalents) of all or of such portion of the Collateral Loans or Pledged Collateral, respectively.

"Aggregate Undrawn Amount" means, at any time, the excess, if any, of (i) the Class A-R Commitments (whether or not utilized) over (ii) the aggregate outstanding amount of the Class A-R Loans at such time.

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

"Agreement Currency" has the meaning assigned to such term in Section 2.10(d).

"Alternate Base Rate" means, for any day,

(i) with respect to Loans denominated in U.S. Dollars, Euro or GBP, a fluctuating rate of interest per annum equal to the highest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus ½ of 1% per annum; and

(ii) with respect to Loans denominated in CAD, the Canadian Prime Rate;

provided, that if, in any case, the Alternate Base Rate as so determined shall ever be less than zero, then the Alternate Base Rate shall be deemed to be zero.

Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Canadian Prime Rate shall be effective from and including the effective day of such change.

The Alternate Base Rate is in all cases a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer of any Agent or any Lender. Interest calculated with respect to Loans denominated in U.S. Dollars pursuant to clause (i)(a) above will be determined based on a year of 365 days or 366 days, as applicable, and actual days elapsed, and interest calculated with respect to Loans denominated in U.S. Dollars pursuant to clause (i)(b) above will be determined based on a year of 360 days and actual days elapsed. Interest calculated with respect to Loans denominated in an Alternative Currency shall be computed on the basis of a year of 360 days (other than interest on Loans denominated in CAD, which shall be calculated on the basis of a year of 365 days) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

"Alternative Currency" means each of Euro, GBP and CAD.

"Alternative Currency Equivalent" means, at any time, with respect to any amount denominated in U.S. Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent in its sole discretion by reference to the exchange rate for the purchase of such Alternative Currency with U.S. Dollars by its principal foreign exchange trading office on the date as of which the foreign exchange computation is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative Agent using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).

"Alternative Currency Sublimit" means an amount equal to 30% of the sum of (a) the aggregate outstanding principal amount of the Class A-T Loans plus (b) the total amount of

the Class A-R Commitments. The Alternative Currency Sublimit is part of, and not in addition to, the Total Class A-R Commitments and the Total Class A-T Commitments.

"Anti-Corruption Laws" has the meaning assigned to such term in Section 4.24(b).

"Anti-Terrorism Laws" has the meaning assigned to such term in Section 4.24(a).

"Applicable Law" has the meaning specified in Section 7.5(g).

"Applicable Lending Office" means, with respect to any Lender, the office or offices designated as its "Lending Office" opposite its name in Schedule J or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

"Applicable Margin" means, with respect to the Loans: (i) the sum of the Daily Rates for each day of the applicable Due Period divided by (ii) the number of days in such Due Period, where the "Daily Rate" for each day in the applicable Due Period means:

(a) (I) on any day prior to and including the last day of the Reinvestment Period, 1.40% per annum multiplied by the BSL Ratio or (II) on any day after the end of the Reinvestment Period, 1.90% multiplied by the BSL Ratio; plus

(b) (I) on any day prior to and including the last day of the Reinvestment Period, 1.775% per annum multiplied by (100% minus the BSL Ratio) or (II) on any day after the end of the Reinvestment Period, 2.275% multiplied by (100% minus the BSL Ratio);

provided that the BSL Ratio, for purposes of calculating the Daily Rate, will be no greater than 10%.

"Applicable Rate" means, with respect to each Loan, for each day during each Interest Period applicable thereto, (i) with respect to any CP Conduit that is a Lender with respect to such Loan and is not a CP SOFR Lender, the sum of (x) the Cost of Funds Rate for such Loan plus (y) the Applicable Margin; and (ii) if any other Person is a Lender with respect to such Loan or is a CP SOFR Lender, the sum of (x) the applicable Benchmark for such Interest Period plus (y) the Applicable Margin for such Loan; provided in the case of this clause (ii) that, in the case of any Interest Period on or after the first day on which the Majority Lenders shall have notified the Administrative Agent and the Borrower in writing (with a copy to the Collateral Agent) pursuant to Section 11.1(a)(2) that the Benchmark applicable to any Loan will not adequately and fairly reflect the cost to such Lender of funding such Loans for such Interest Period or shall have notified the Administrative Agent and the Borrower in writing (with a copy to the Collateral Agent) pursuant to Section 11.2 that it is not permitted to fund Loans at any Benchmark (and such Lender shall not have subsequently notified the Administrative Agent and the Borrower in writing (with a copy to the Collateral Agent) that the circumstances giving rise to such situation no longer exist), the Applicable Rate with respect to such Loans shall be a rate per annum equal to the sum of (1) the applicable Alternate Base Rate in effect on each day of such Interest Period plus (2) the Applicable Margin for such Loans).

"Appraisal" means (a) with respect to any Defaulted Loan, an appraisal of the assets securing such Defaulted Loan that is conducted by an Approved Appraisal Firm on the basis of the fair market value of such assets (that is, the price that would be paid by a willing buyer to a willing seller of such assets in an expedited sale on an arm's-length basis), which may be in the form of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal previously performed by an Approved Appraisal Firm or (b) with respect to any Collateral Loan (other than a Defaulted Loan), an appraisal on the basis of the fair market value of such Collateral Loan (that is, the price that would be paid by a willing buyer to a willing seller of such Collateral Loan in a sale on an arm's-length basis) that is conducted by an Approved Appraisal Firm, which may be in the form of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal previously performed by an Approved Appraisal Firm.

"Appraised Value" means (a) with respect to any Defaulted Loan, the value of the assets securing such Defaulted Loan, net of estimated costs of their liquidation as determined by the applicable Approved Appraisal Firm or (b) with respect to any Collateral Loan (other than a Defaulted Loan), the value of such Collateral Loan, in each case as set forth in the related Appraisal or, if a range of values is set forth therein, the midpoint of such values. With respect to any Defaulted Loan, if the applicable Loan Party owns less than 100% of the total lenders' interests secured by the assets securing such Defaulted Loan or has sold participation interests in such Defaulted Loan, the Appraised Value with respect to such Defaulted Loan will be reduced pro rata to reflect the proportionate interests of all other lenders or participants secured by such assets (taking into account the relative seniority of all such lenders and participants) that rank pari passu with such Loan Party's interest under such Defaulted Loan and if the security interest of the Defaulted Loan in such assets is not a first priority security interest, the Appraised Value with respect to such Defaulted Loan will be reduced by the amount of all obligations secured by such assets at a higher level of priority than such Loan Party's interest in such assets under such Defaulted Loan.

"Approved Appraisal Firm" means those entities whose names are set forth on Schedule A, as it may be amended from time to time in accordance with Section 5.32(b); provided that (a) any such entity shall be an Independent appraisal firm (i) recognized as being experienced in conducting valuations of loans of the type constituting Collateral Loans and (ii) that the Borrower, the Subsidiary Guarantor or the Servicer, in accordance with the Servicing Standard, determines is qualified with respect to each Collateral Loan and (b) at no time may the Borrower, the Subsidiary Guarantor, the Servicer or any Affiliate thereof be an Approved Appraisal Firm.

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

"Approved Lender" means any of (a) each Initial Lender, (b) with respect to any Revolving Lender that is not a CP Conduit, a financial institution (including a securities broker-dealer or Affiliate thereof) or other institutional lender with a short-term rating by S&P of at least "A-1" (or an entity whose obligations hereunder are absolutely and unconditionally guaranteed by an entity that has a short-term rating by S&P of at least A-1 and meets then-current S&P guarantee criteria at such time) and (c) with respect to any Revolving Lender that is a CP Lender, (x) whose

Commercial Paper Notes are rated at least A-1 by S&P and (y) that is provided liquidity support by an entity with a short-term rating by S&P of at least A-1; provided that (x) in each case that any Revolving Lender that has fully funded its Lender Collateral Account in accordance with the provisions set forth in Sections 8.3(c) and 11.5(b)(i) shall be an Approved Lender notwithstanding that its (or any such parent guarantor's or its Commercial Paper Notes') ratings are below such levels and (y) with respect to any Lender that is not an Initial Lender or an Approved Lender and so long as the Rating Condition is satisfied, the Borrower and the Administrative Agent by mutual agreement (each of the Borrower and the Administrative Agent being entitled to agree or dissent to such designation in its sole discretion) may, but in no event shall be obligated to, upon written notice to such Lender, deem such Lender to be an Approved Lender; provided further that after the Class A-R Commitment Period, all Revolving Lenders shall be Approved Lenders.

"ARRC" means the Alternative Reference Rates Committee convened by the Federal Reserve, together with any successor organization.

"Assignee" has the meaning assigned to such term in Section 12.6(c).

"Assignment and Assumption" means an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto (or such other form as approved by the Administrative Agent), entered into by a Lender, an assignee, the Borrower (if applicable) and the Administrative Agent (if applicable).

"Assumed Reinvestment Rate" means, at any time, the Benchmark minus 1.00% per annum; provided that the Assumed Reinvestment Rate shall not be less than 0.00%.

"Authorized Officer" means:

(a) with respect to each of the Borrower, the Subsidiary Guarantor, the Retention Provider, FPLF Management and the Servicer, those of its respective officers, members, directors, partners, managers and agents whose signatures and incumbency shall have been certified to the Agents on the Closing Date pursuant to the documents delivered pursuant to Section 3.1 or thereafter from time to time in substantially similar form; and

(b) with respect to either Agent or any other bank or trust company acting as trustee of an express trust or as custodian, an Administrative Officer thereof.

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

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Period" pursuant to Section 11.6(d).

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

"Bail-In Legislation" means, (a) at any time, the then applicable Commission Delegated Regulation (if any) supplementing the Bank Recovery and Resolution Directive in relation to Article 55 thereof, and (b) with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

"Bank Recovery and Resolution Directive" means Directive 2014/59/EU of the European Parliament and of the Council of the European Union.

"Bankruptcy Code" means Title 11 of the United States Code, entitled "Bankruptcy", as amended from time to time, and any successor statute or statutes.

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

"Benchmark" means, with respect to any Interest Period, a rate per annum (expressed as a percentage) equal to (a) with respect to USD Loans, Term SOFR, (b) with respect to GBP Loans, Daily Simple SONIA, (c) with respect to Euro Loans, EURIBOR and (d) with respect to CAD Loans, Term CORRA, provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark rate pursuant to Section 11.6(a). Notwithstanding the foregoing, on any date of determination, if any Benchmark is below 0%, such Benchmark shall be deemed to be 0% on such date of determination.

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, 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 Loans denominated in an Alternative Currency, "Benchmark Replacement" shall mean the alternatives set forth in clause (b) below:

(a) Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated (or applicable Alternative Currency-denominated) syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

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

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated (or applicable Alternative Currency-denominated) syndicated credit facilities at such time.

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

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

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

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

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

(a) 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(b) 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 Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c) 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 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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

"Benchmark Unavailability Period" means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 11.6 and (b) 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 11.6.

"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 Investor" means any "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, or (c) any entity whose underlying assets are treated as "plan assets" (for purposes of ERISA or Section 4975 of the Code) by reason of any such employee benefit plan's or plan's investment in the entity.

"BHC Act Affiliate" has the meaning specified in Section 12.21(b).

"Borrower" means FPLF NS Holdings Finance LLC, a limited liability company organized under the laws of the State of Delaware.

"Borrower Affiliated Lender" means any Lender that is (or has granted a participation (but only to the extent of such participation) to or for the benefit of) the Borrower, the Subsidiary Guarantor, FPLF Management, an Affiliate thereof or any account, fund, client or portfolio established and controlled by FPLF Management or an Affiliate thereof or for which FPLF Management or an Affiliate thereof acts as the investment adviser or with respect to which FPLF Management or an Affiliate thereof exercises discretionary control thereover; provided that, in determining whether any Agent shall be protected in relying on any request, demand, authorization, direction, notice, consent, or waiver, only Loans that an Administrative Officer of such Agent has actual knowledge to be held or beneficially owned by a Borrower Affiliated Lender shall be taken into consideration.

"Borrowing Date" means the date of a Borrowing.

"Borrowings" has the meaning assigned to such term in Section 2.1.

"Bound Party" has the meaning specified in Section 12.17(a).

"Break-Even Default Rate" means, with respect to the Loans, the maximum percentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, as applicable, can sustain, as determined by S&P, through application of the S&P CDO Monitor chosen by the Servicer in accordance with this Agreement that is applicable to the portfolio of Collateral Loans, which, after giving effect to S&P's assumptions on recoveries, defaults and timing and to the Priority of Payments, will result in sufficient funds remaining for the payment of the Loans in full.

"Bridge Loan" means any obligation or debt security incurred or issued in connection with a merger, acquisition, consolidation, sale of all or substantially all of the assets of a person or entity, restructuring or similar transaction, which obligation or security by its terms is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (other than (x) any additional borrowing or refinancing if one or more financial institutions shall have provided the Obligor of such obligation or security with a binding written commitment to provide the same, so long as (i) such commitment is equal to the outstanding principal amount of the Bridge Loan and (ii) such committed replacement facility has a maturity of at least one year and cannot be extended beyond such one year maturity pursuant to the terms thereof or (y) an obligation or debt security that has a nominal maturity date of one year

or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date).

"BSL Loan" means a Collateral Loan that, at the time of acquisition by a Loan Party, (1) is a broadly syndicated commercial loan; (2) is secured by a pledge of collateral, which security interest is validly perfected and either first or second priority under applicable law; (3) has a collateral value or enterprise value securing such Collateral Loan (as determined in good faith by the Servicer on or about the time of origination) that is equal to or in excess of (x) the outstanding principal balance of such Collateral Loan plus (y) the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral; (4) (x) has a total indebtedness of $250,000,000 or greater and (y) is issued by an Obligor that has an EBITDA for the prior calendar months of $50,000,000 or greater (after giving pro forma effect to any acquisition in connection therewith); and (5) is publicly rated by S&P or Moody's (or the obligor is publicly rated by S&P or Moody's) at the time of acquisition by such Loan Party.

"BSL Ratio" means, as determined on each BSL Ratio Reset Date, a percentage that is equal to (a) the Aggregate Principal Balance of the BSL Loans plus the aggregate amount of funds on deposit in the Collection Accounts, including Eligible Investments, constituting Principal Proceeds divided by (b) the Aggregate Principal Balance of all of the Collateral Loans plus the aggregate amount of funds on deposit in the Collection Accounts, including Eligible Investments, constituting Principal Proceeds. The BSL Ratio shall be determined on each BSL Ratio Reset Date and shall apply from, and including, the applicable BSL Ratio Reset Date to, but excluding, the next BSL Ratio Reset Date that occurs.

"BSL Ratio Reset Date" means, each Calculation Date, each day that a prepayment or reduction in Commitments is made in accordance with Section 2.7, each Borrowing Date, and each Collateral Report Determination Date; provided that if any such date is not a Business Day, such BSL Ratio Reset Date shall be the next succeeding Business Day.

"Business Day" means (a) for purposes of determining the Benchmark, (I) with respect to calculation of EURIBOR, any TARGET2 Settlement Date, (II) with respect to calculation of CORRA, any day on which banks are open for general business in Toronto, Canada, (III) with respect to calculation of Daily Simple SONIA, any day on which banks are open for general business in London, United Kingdom and (IV) with respect to calculation of SOFR, 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, and (b) for all other purposes, a day on which commercial banks and foreign exchange markets settle payments in New York City and Toronto, Canada, and on which commercial banks are not authorized to close under the laws of, or are in fact not closed in, the state where the Collateral Agent's office is located (initially being Chicago, Illinois); provided that, if the location of the Corporate Trust Office of the Collateral Agent changes at any time, the Collateral Agent shall provide prompt written notice of such change to the Borrower, the Administrative Agent, the Membership Interest Holders and the Lenders.

"CAD" means the lawful currency of Canada.

"CAD Loan" means a Loan denominated in CAD.

"Calculation Date" means the date that is the last day of each calendar month.

"Canadian Prime Rate" means, with respect to a CAD Loan, on any day the greater of:

(a) the annual rate of interest announced from time to time by the Administrative Agent as being its reference rate then in effect on such day for determining interest rates on CAD denominated commercial loans made by it in Canada; and

(b) Term CORRA for an interest period of one month in effect on such day plus 100 basis points per annum;

provided, that in no event shall the Canadian Prime Rate be less than zero for the purposes of this Agreement. The Canadian Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customary. Any change in the Canadian Prime Rate determined by the Administrative Agent shall be effective on the date the change becomes effective generally.

"Cash" means such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts.

"CCC Collateral Loan": A Collateral Loan (other than a Defaulted Loan) with an S&P Rating of "CCC+" or lower.

"CCC Excess": The amount equal to the excess, if any, of (x) the Aggregate Principal Balance of all CCC Collateral Loans over (y) 25.0% of the Total Capitalization as of such date of determination; provided that in determining which of the CCC Collateral Loans will be included in the CCC Excess, the CCC Collateral Loans with the lowest Market Value expressed as a percentage of par will be deemed to constitute such CCC Excess.

"CFTC" means the Commodity Futures Trading Commission.

"Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any governmental authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 11.3, by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any governmental authority made or issued after the date of this Agreement.

"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 Borrower or to direct the management policies and decisions of Borrower or (ii) shall cease, directly or indirectly, to own and control legally and beneficially all of the equity interests of Borrower, or

(B) FPLF Management or its Affiliates shall cease to be the investment advisor of the Parent, or (C) the PPNs issued by the Subsidiary Guarantor shall cease to be 100% beneficially owned by the Borrower.

"Class" means each class of Loans that may be made hereunder, which are the Class A-R Loans, the Class A-T Loans and the Swingline Loans.

"Class A-R Borrowing" has the meaning assigned to such term in Section 2.1.

"Class A-R Commitment" means, with respect to each Class A-R Lender, the obligation of such Class A-R Lender to make, on and subject to the terms and conditions hereof, Class A-R Loans to the Borrower pursuant to Section 2.1 in an aggregate principal amount at any one time outstanding up to but not exceeding the amount set forth opposite the name of such Class A-R Lender on Schedule J hereto or pursuant to an Assignment and Assumption, pursuant to which such Class A-R Lender shall have assumed its Class A-R Commitment, as applicable, as such amount may be increased or reduced from time to time (including increases resulting from any Increased Commitments and, during the Class A-R Commitment Period, reductions resulting from any conversions pursuant to Section 2.15).

"Class A-R Commitment Period" means the period commencing on the Closing Date and ending on the earliest of:

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

(b) the last day of the Reinvestment Period;

provided that the Class A-R Commitment Period shall not end unless and until (i) no Swingline Loans are outstanding and (ii) if applicable, the Borrowing under the Future Funding Reserve Loan has been made.

"Class A-R Lender" means a Lender with a Class A-R Commitment or which holds any Class A-R Loan.

"Class A-R Loan" has the meaning assigned to such term in Section 2.1(a).

"Class A-T Borrowing" has the meaning assigned to such term in Section 2.1(c).

"Class A-T Commitment" means, with respect to each Class A-T Lender, the obligation of such Class A-T Lender to make, on and subject to the terms and conditions hereof, Class A-T Loans to the Borrower pursuant to Section 2.1 in an aggregate principal amount at any one time outstanding up to but not exceeding the amount set forth opposite the name of such Class A-T Lender on Schedule J hereto or pursuant to an Assignment and Assumption, pursuant to which such Class A-T Lender shall have assumed its Class A-T Commitment, as applicable, as such amount may be increased or reduced from time to time. For the avoidance of doubt, the Class A-T Commitment as of the Closing Date is $0, but may be increased pursuant to Section 2.11 or Section 12.5.

"Class A-T Lender" means a Lender with a Class A-T Commitment or that holds any Class A-T Loan.

"Class A-T Loan" has the meaning assigned to such term in Section 2.1(c).

"Closing Date" means November 7, 2025.

"Closing Expense Account" means the securities account established pursuant to Section 8.3(d).

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

"Collateral" means the Pledged Collateral and all other property and/or rights on or in which a Lien is or is to be granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, any of the Loan Documents or any other instruments provided for herein or therein or delivered or to be delivered hereunder or thereunder or in connection herewith or therewith.

"Collateral Administration Agreement" means the Collateral Administration Agreement dated as of the Closing Date among the Borrower, the Servicer and the Collateral Administrator, as amended from time to time.

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

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

"Collateral Agent Fee" means the fee payable to the Collateral Agent in arrears on each Payment Date pursuant to the Collateral Agent Fee Letter and calculated on the basis of the actual number of days in the applicable Due Period divided by 360 and based on the sum of the Aggregate Principal Balance of the Collateral Loans at the beginning of the Due Period relating to such Payment Date.

"Collateral Agent Fee Letter" means the fee letter dated as of October 28, 2025, between the Borrower and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

"Collateral Interest Amount" means, as of any date of determination, without duplication, the aggregate amount of Interest Proceeds that has been received or that is expected to be received (other than Interest Proceeds expected to be received from Defaulted Loans, Deferrable Loans and, other than as included in clause (y) below, Partial Deferrable Loans, but including (x) Interest Proceeds actually received from Defaulted Loans (in accordance with the definition of "Interest Proceeds") and Deferrable Loans (in accordance with the definition of "Interest Proceeds") and (y) Interest Proceeds expected to be received of the type described in clause (a) of the definition of "Partial Deferrable Loan"), in each case during the Due Period (and,

if such Due Period does not end on a Business Day, the next succeeding Business Day) in which such date of determination occurs (or after such Due Period but on or prior to the related Payment Date if such Interest Proceeds would be treated as Interest Proceeds with respect to such Due Period).

"Collateral Loan" means a Senior Secured Loan, a Second Lien Loan or a Participation Interest therein that, in each case, as of the date of acquisition or origination by a Loan Party satisfies each of the following criteria:

(a) provides such Loan Party with a valid, perfected security interest in the related collateral at the level of priority indicated in the applicable Related Contracts; constitutes the legal and enforceable obligation of the applicable Obligor (except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors' rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law); is owned by such Loan Party free and clear of adverse claims (other than Permitted Liens); may be pledged and, subject to customary requirements included in commercial loan documentation (including agent consent and, where applicable, loan party consent) assigned freely by such Loan Party (including transfer permitted by operation of the applicable Uniform Commercial Code); with respect to which all steps required by Section 8.7 have been taken and in which the Collateral Agent holds a first priority perfected security interest for the benefit of the Secured Parties (subject to Permitted Liens); and, at the time such Collateral Loan was purchased or originated, was not subject to set-off or defense (other than a discharge in the event of a subsequent bankruptcy) by the related Obligor and, together with the documentation relating thereto, does not contravene in any material respect any applicable law, rule or regulation;

(b) (i) is U.S. Dollar denominated or denominated in an Alternative Currency and is not convertible by such Loan Party or the Obligor of such Collateral Loan into any other currency, with any payments under such Collateral Loan to be made only in U.S. Dollars or such Alternative Currency (as applicable); and (ii) is governed by the law of a state of the United States or the law of the applicable country in which the Obligor is Domiciled (which must be a Group Country);

(c) is not a Defaulted Loan;

(d) is not a lease;

(e) is not (i) a Structured Finance Obligation, (ii) a Synthetic Security, (iii) an obligation subject to a Securities Lending Agreement or (iv) a Specified Non-Paying Loan;

(f) (i) if a Deferrable Loan, is not currently deferring payment of any accrued and unpaid interest which would otherwise have been due and continues to remain unpaid unless interest at least equal to the Benchmark or the applicable index with respect to which interest on such Deferrable Loan is calculated is being paid currently in cash or (ii) if a Partial Deferrable Loan, is not currently in default with respect to the portion of the interest due thereon to be paid in Cash on each payment date with respect thereto;

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

(h) does not constitute Margin Stock;

(i) provides for payments that do not, at the time the obligation is acquired, subject such Loan Party to withholding tax or other tax (except for (i) withholding taxes on (x) fees received with respect to Revolving Collateral Loans or Delayed Funding Loans and (y) amendment fees, waiver fees, consent fees, extension fees or other similar fees, and (ii) withholding taxes imposed under FATCA) unless the related Obligor is required to make "gross up" payments that ensure that the net amount actually received by such Loan Party (after payment of all taxes, whether imposed on such Obligor or such Loan Party) will equal the full amount that such Loan Party would have received had no such taxes been imposed;

(j) has an S&P Rating of at least "CCC-";

(k) is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Servicer;

(l) matures no later than the Stated Maturity;

(m) except for Delayed Funding Loans and Revolving Collateral Loans, is not an obligation pursuant to which any future advances or payments, other than Excepted Advances, to the Obligor thereof may be required to be made by such Loan Party;

(n) does not have an "f," "p," "sf" or "t" subscript assigned by S&P;

(o) [reserved];

(p) will not require such Loan Party or the pool of Collateral to be registered as an investment company under the Investment Company Act;

(q) is not subject to an Offer for a price less than its purchase price plus all accrued and unpaid interest;

(r) is not issued by an Emerging Market Obligor;

(s) is not a (i) Zero Coupon Loan, (ii) finance lease or (iii) chattel paper;

(t) is not scheduled to pay interest less frequently than semi-annually;

(u) (i) is not an equity security or a component of an equity security; or (ii) is not exchangeable or convertible into equity;

(v) is not a Credit Risk Loan;

(w) unless otherwise approved in writing by the Administrative Agent, the acquisition price (exclusive of the portion thereof attributable to accrued interest) of such Collateral Loan paid by such Loan Party therefor is not less than 70% of the principal balance thereof;

(x) is not issued by a sovereign, or by a corporate issuer located in a country, which sovereign or country on the date on which such Loan Party enters into the commitment to acquire such obligation, imposes foreign exchange controls that effectively limit the available or use of U.S. Dollars to make when due the scheduled payments of principal thereof and interest thereon;

(y) is issued by an Obligor that is (i) Domiciled in the United States, Canada, a Group I Country, a Group II Country, a Group III Country or a Tax Advantaged Jurisdiction and (ii) not Domiciled in Greece, Italy, Portugal or Spain;

(z) is Registered;

(aa) is not a Bridge Loan;

(bb) is not a Related Obligation;

(cc) if such Collateral Loan is a Participation Interest (other than a Transferred Participation), then such Participation Interest is acquired from a Selling Institution (i) incorporated or organized under the laws of the United States (or any state thereof), any U.S. branch of a Selling Institution incorporated or organized outside the United States or (ii) incorporated or organized in a Group Country or a Tax Advantaged Jurisdiction, and in each case for clauses (i) and (ii), to the extent such Selling Institution satisfies the S&P Counterparty Criteria;

(dd) is not a Real Estate Loan or an obligation consisting of, or supported by, Real Estate Loans;

(ee) is not, or does not support (except in the case of an unfunded reimbursement obligation under a Revolving Collateral Loan), a letter of credit;

(ff) is not (i) Subordinated Debt, (ii) unsecured debt or (iii) a bond, a note or any other type of security; and

(gg) is not an obligation of an Obligor Affiliated with the Servicer, the Parent or any Seller.

"Collateral Principal Amount" means, as of any date of determination, the result of the sum of, without duplication (a) the Aggregate Principal Balance of the Collateral Loans, (b) the amounts, including Eligible Investments, on deposit in the Collection Accounts representing Principal Proceeds, (c) the amounts, including Eligible Investments, on deposit in the Future Funding Reserve Accounts and (d) any Aggregate Undrawn Amounts; provided, that for purposes of calculating clauses (a)(i) and (c) of the Concentration Limitations, the amounts specified in clauses (c) and (d) of this definition shall not be included; provided, further, that, with respect to

any Collateral Loan held by an SPV Subsidiary, for purposes of this definition such Collateral Loan will have a Collateral Principal Amount of zero unless such SPV Subsidiary has pledged its assets to the Collateral Agent for the benefit of the Secured Parties.

"Collateral Quality Test" means a test that is satisfied if, as of any date of determination (or, in the case of the S&P CDO Monitor Test, on or after the S&P Rating Effective Date), in the aggregate, the Collateral Loans owned (or in relation to a proposed purchase of a Collateral Loan, both owned and proposed to be owned) by the Loan Parties satisfy each of the tests set forth below, calculated in each case in accordance with Section 1.3:

(a) the Minimum Weighted Average Spread Test;

(b) the Minimum Fixed Coupon Test;

(c) the Minimum Weighted Average S&P Recovery Rate Test;

(d) the Maximum Weighted Average Life Test;

(e) the S&P CDO Monitor Test; and

(f) the Diversity Score Test.

"Collateral Report" has the meaning assigned to such term in Section 5.1(h).

"Collateral Report Determination Date" means the date that is the last day of each calendar month.

"Collection Accounts" means, collectively, the securities accounts established pursuant to Section 8.2(a).

"Collections" means, with respect to any Collateral, all principal payments, interest payments, fees and other payments received by the Borrower or the Subsidiary Guarantor with respect thereto and all other amounts paid with respect to such Collateral that are payable to the Borrower or the Subsidiary Guarantor, as applicable, including dividends of any type, distributions with respect thereto and any proceeds of collateral for, or any guaranty of, such Collateral or the relevant Obligor's obligation to make payments with respect thereto.

"Commercial Paper Funding" means, with respect to any Loan funded by a CP Lender, at any time, the funding by a CP Lender of all or a portion of the outstanding principal amount of such Loan with funds provided by the issuance of Commercial Paper Notes.

"Commercial Paper Funding Period" means, with respect to any Loan funded by a CP Conduit, a period of time during which all or a portion of the outstanding principal amount of such Loan is funded by a Commercial Paper Funding.

"Commercial Paper Notes" means commercial paper notes or secured liquidity notes issued by a CP Conduit or a conduit providing funding to a CP Conduit in the commercial paper market from time to time.

"Commercial Paper Rate" means, with respect to any Commercial Paper Funding, a rate per annum equal to the sum of (i) the rate or, if more than one rate, the weighted average of the rates, determined if necessary by converting to an interest-bearing equivalent rate per annum (based on a year of 360 days and actual days elapsed) the discount rate (or rates) at which Commercial Paper Notes are sold by any placement agent or commercial paper dealer of a CP Conduit providing funding to a CP Conduit, plus (ii) if not included in the calculations in clause (i), the commissions, fees and charges charged by such placement agent or commercial paper dealer with respect to such Commercial Paper Notes, incremental carrying costs incurred with respect to such Commercial Paper Notes maturing on dates other than those on which corresponding funds are received by such CP Conduit, other borrowings by such CP Conduit and any other costs (such as interest rate or currency swaps, the cost of funding odd lots or small dollar amounts) associated with the issuance of Commercial Paper Notes that are allocated, in whole or in part, by such CP Conduit or its Program Manager or funding agent to fund or maintain such portion of the applicable Loan (and which may be also allocated in part to the funding of other assets of such CP Conduit) and discount on Commercial Paper Notes issued to fund the discount on maturing Commercial Paper Notes, in all cases expressed as a percentage of the face amount thereof and converted to an interest-bearing equivalent rate per annum (based on a year of 360 days and actual days elapsed).

"Commitment Fee" has the meaning assigned to such term in Section 2.6(a).

"Commitment Shortfall" means the amount by which the aggregate Unfunded Amount exceeds the sum of (a) the Total Class A-R Commitment minus the aggregate principal amount of Class A-R Loans and Swingline Loans outstanding at such time, plus (b) amounts on deposit in the Collection Accounts, including Eligible Investments credited thereto and capital contributions or proceeds deposited therein by any Membership Interest Holder, representing Principal Proceeds, plus (c) amounts on deposit in the Future Funding Reserve Accounts, including Eligible Investments credited thereto.

"Commitment Shortfall Test" means a test that will be satisfied at any time (or after giving effect to any event) if there is no Commitment Shortfall at such time (or would result after giving effect to such event).

"Commitments" means, collectively, the Class A-R Commitments and the Class A-T Commitments.

"Concentration Limitations" means limitations that are satisfied if, as of any date of determination, in the aggregate, the Principal Balance of the Collateral Loans owned (or, in relation to a proposed purchase or origination of a Collateral Loan, proposed to be owned) by the Loan Parties comply with all of the requirements set forth below (or, in connection with a proposed purchase or origination, if not in compliance, the relevant requirements are maintained or improved as a result of such purchase or origination), calculated as a percentage of the Total Capitalization (unless otherwise specified) and in each case in accordance with the procedures set forth in Section 1.3:

(a) (i) not less than 70.0% may consist of Cash or obligations of Obligors Domiciled in the United States and (ii) no more than the percentage listed below may be

issued by Obligors Domiciled in the country or countries set forth opposite such percentage:

(b) not more than 10.0% may consist of (i) unfunded commitments under Delayed Funding Loans and (ii) unfunded and funded commitments under Revolving Collateral Loans;

(c) not less than 90.0% may consist of Collateral Loans that are Senior Secured Loans, plus Cash and Eligible Investments constituting Principal Proceeds;

(d) not more than 10.0% may consist of Collateral Loans that are Second Lien Loans;

(e) not more than 5.0% may consist of Fixed Rate Obligations;

(f) not more than 10.0% may consist of Deferrable Loans and Partial Deferrable Loans;

(g) not more than 10.0% may consist of DIP Loans;

(h) not more than 3.0% may consist of obligations issued by a single Obligor (and Affiliates thereof), except that obligations (other than First Lien Last-Out Loans and Second Lien Loans) issued by (i) the largest three Obligors (and their respective Affiliates) may each constitute up to 5.0% and (2) the next largest three Obligors after the Obligors in clause (i) (and their respective Affiliates) may each constitute up to 4.0%; provided, that an Obligor shall not be considered an Affiliate of another Obligor solely because they are controlled by the same Financial Sponsor;

(i) not more than 20.0% may consist of Collateral Loans that are in the process of receiving a Credit Estimate from S&P (other than Collateral Loans where the Borrower

has submitted available Required S&P Credit Estimate Information in respect of such Collateral Loan to S&P);

(j) [reserved];

(k) not more than 12.5% may consist of Collateral Loans in the same S&P Industry Classification group, except that, without duplication (i) Collateral Loans in the largest S&P Industry Classification group may constitute up to 20.0%, (ii) Collateral Loans in the second largest S&P Industry Classification group may constitute up to 17.5% and (iii) Collateral Loans in the third and fourth largest S&P Industry Classification groups may each constitute up to 15.0%;

(l) (i) the Aggregate Participation Exposure (other than Transferred Participations) is not more than 10.0% and (ii) not more than 15.0% may consist of Transferred Participations (other than Transferred Participations made on the Closing Date);

(m) not more than 5.0% may consist of Collateral Loans that are required or permitted to pay interest less frequently than quarterly;

(n) not more than 5.0% may consist of Current Pay Obligations;

(o) not more than 5.0% may consist of Step-Down Loans;

(p) not more than 20.0% may consist of Collateral Loans with an S&P Rating of "CCC+" or below;

(q) not more than 20.0% may consist of Discount Loans;

(r) not more than 10.0% may consist of Collateral Loans with an S&P Rating derived from a rating by Moody's;

(s) not more than 20.0% may consist of Collateral Loans whose Obligors have (at the time such Collateral Loan was acquired by the applicable Loan Party and disregarding any subsequent changes) a trailing twelve-month EBITDA of less than $12,500,000 (or EBITDA is not capable of being measured for such Obligor);

(t) not more than 5.0% may consist of Step-Up Loans; and

(u) not more than 50.0% may consist of Cov-Lite Loans.

"Conduit Assignee" means any multi-seller commercial paper conduit or special purpose entity funded by a multi-seller commercial paper conduit which is, in either case, administered by a common manager or an Affiliate of a CP Conduit, or the collateral trustee of such entity.

"Conduit Rating Agency" means each nationally recognized investment rating agency that is then rating the Commercial Paper Notes of any CP Conduit.

"Conduit Support Provider" means, without duplication, (i) a provider of a Credit Facility or Liquidity Facility to or for the benefit of any CP Conduit, and any guarantor of such provider or (ii) an entity that issues commercial paper or other debt obligations, the proceeds of which are used (directly or indirectly) to fund the obligations of any CP Conduit, and in the case of both clauses (i) and (ii), has at least an investment grade rating from S&P and/or Moody's.

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

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

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

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

shall be deemed to be (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated at the applicable interest rate, through (i) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect, and (b) with respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the Borrower required to be delivered pursuant to Section 5.1 hereof. Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations unless and until a claim for payment or performance has been made thereunder by the person entitled to performance or payment thereunder, at which time any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding sentence, (i) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty is directly or indirectly recourse to such Person), the amount of the guaranty, to the extent it is directly or indirectly recourse to such Person, shall be deemed to be 100% thereof unless and only to the extent that such other Person has delivered Cash or cash equivalents to secure all or any part of such Person's guaranteed obligations and (ii) in the case of any other guaranty, (whether or not joint and several) of an obligation otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting Indebtedness of such Person.

"Corporate Trust Office" means the corporate trust office of the Collateral Agent currently located at 190 S. LaSalle Street, Chicago, Illinois 60603, Attention: Global Corporate Trust – FPLF NS Holdings Finance LLC, or such other address as the Collateral Agent may designate from time to time by notice to the Borrower, the Administrative Agent, the Membership Interest Holders and the Lenders or the principal corporate trust office of any successor Collateral Agent.

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

"Cost of Funds Rate" means, with respect to any Loan funded by a CP Lender that is not a CP SOFR Lender, the weighted average of the Commercial Paper Rate, the Liquidity Funding Rate and the Credit Funding Rate at any time and from time to time based upon the portion of the outstanding principal amount of such Loan that is funded by Commercial Paper Funding, Liquidity Funding or Credit Funding for one or more Commercial Paper Funding Periods, Liquidity Funding Periods or Credit Funding Periods, respectively; provided that in no event shall the Cost of Funds Rate for any period exceed the Cost of Funds Rate Cap for such period. For purposes of this definition and its use in this Agreement, the Commercial Paper Rate established by a CP Lender shall be associated with the Commercial Paper Funding undertaken by such CP Lender.

"Cost of Funds Rate Cap" means the sum, for any Interest Period, of (i) the Benchmark applicable to such Interest Period plus (ii) 0.25% per annum; provided that, if, pursuant to Section 11.1(a), the Administrative Agent is unable to obtain a quotation for Term SOFR, the Cost of Funds Rate Cap shall mean the sum, for each day in any Interest Period, of (i) the Alternate Base Rate applicable to such day plus (ii) 0.25% per annum.

"Cov-Lite Loan" means a loan that is not subject to financial covenants unless the underlying obligor is required to comply with a Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by the Related Contracts); provided that, other than for purposes of the S&P Recovery Rate, a loan that contains a cross-default or cross-acceleration provision to, or is pari passu with, another loan of the underlying obligor that requires the underlying obligor to comply with a financial covenant or a Maintenance Covenant will be deemed not to be a Cov-Lite Loan; provided further, that, other than for purposes of the S&P Recovery Rate, any loan that is capable of being described as a "Cov-Lite Loan" only for a certain period of time or for so long as there is no funded balance thereunder, shall not be a Cov-Lite Loan.

"Coverage Tests" means each of the Overcollateralization Ratio Test and Interest Coverage Ratio Test.

"Covered Accounts" means, collectively, the Collection Accounts, the Custodial Accounts, the Payment Accounts, the Lender Collateral Account, the Closing Expense Account, the Future Funding Reserve Accounts and any subaccounts of each of the foregoing.

"Covered Entity" has the meaning specified in Section 12.21(b).

"Covered Party" has the meaning specified in Section 12.21(a).

"CP Conduit" means any limited-purpose entity established to use the direct or indirect proceeds of the issuance of Commercial Paper Notes to finance financial assets.

"CP Lender" means a CP Conduit that is a Lender.

"CP SOFR Lender" means a CP Conduit that determines in good faith that it is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of commercial paper notes in the commercial paper market of the United States to finance its making or maintenance of its portion of any Loan or any portion thereof (which determination may be based on any allocation method employed in good faith by such CP Conduit) and has therefore elected in a written notice to the Borrower and the Agents to have its Loans accrue interest by reference to the Benchmark. If the circumstances giving rise to such election shall cease to exist, such CP Conduit shall promptly notify the Borrower and the Agents and shall thereupon cease to be a CP SOFR Lender.

"Credit Estimate" means, with respect to any Collateral Loan, a credit estimate obtained from S&P in accordance with the Required S&P Credit Estimate Information.

"Credit Facility" means, with respect to any Loan by any CP Lender, a credit asset purchase agreement or other similar facility that provides credit support for defaults in respect of the failure to make such Loan, and any guaranty of any such agreement or facility.

"Credit Funding" means, with respect to any Loan by any CP Lender, at any time, funding by a CP Lender of all or a portion of the outstanding principal amount of such Loan with funds provided under a Credit Facility.

"Credit Funding Period" means, with respect to any Loan by any CP Lender, a period of time during which all or a portion of the outstanding principal amount of such Loan is funded by a Credit Funding.

"Credit Funding Rate" means, with respect to any Credit Funding for any period, the per annum rate of interest equal to the rate of interest provided for in the relevant Credit Facility at such time.

"Credit Improved Loan" means:

(a) so long as a Restricted Trading Period is not in effect, any Collateral Loan that in the Borrower's commercially reasonable business judgment has significantly improved in credit quality from the condition of its credit at the time of acquisition which judgment may (but need not) be based on one or more of the following facts:

(i) it has a market price that is greater than the price that is warranted by its terms and credit characteristics, or improved in credit quality since its acquisition by the applicable Loan Party;

(ii) the Obligor in respect of such Collateral Loan has shown improved financial results since the published financial reports first produced after it was acquired by the applicable Loan Party;

(iii) the Obligor in respect of such Collateral Loan since the date on which such Collateral Loan was acquired by the applicable Loan Party has raised significant equity capital or has raised other capital that has improved the liquidity or credit standing of such Obligor; or

(iv) with respect to which one or more of the following criteria applies: (A) such Collateral Loan has been upgraded or put on a watch list for possible upgrade by S&P since the date on which such Collateral Loan was acquired by the applicable Loan Party; (B) if such Collateral Loan is a loan, the Disposition Proceeds (excluding Disposition Proceeds that constitute Interest Proceeds) of such loan would be at least 101.00% of its purchase price; (C) if such Collateral Loan is a loan, the price of such loan has changed during the period from the date on which it was acquired by the applicable Loan Party to the proposed sale date by a percentage either at least 0.25% more positive, or 0.25% less negative, as the case may be, than the percentage change in the average price of the applicable Eligible Loan Index over the same period; (D) if such Collateral Loan is a loan, the spread

over the applicable reference rate for such Collateral Loan has been decreased in accordance with the underlying Collateral Loan since the date of acquisition by (1) 0.25% or more (in the case of a loan with a spread (prior to such decrease) less than or equal to 2.00%), (2) 0.375% or more (in the case of a loan with a spread (prior to such decrease) greater than 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in the case of a loan with a spread (prior to such decrease) greater than 4.00%) due, in each case, to an improvement in the related Obligor's financial ratios or financial results; or (E) with respect to fixed-rate Collateral Loans, there has been a decrease in the difference between its yield compared to the yield on the relevant United States Treasury security of more than 7.5% since the date of acquisition; or

(b) if a Restricted Trading Period is in effect, any Collateral Loan:

(i) that in the Borrower's commercially reasonable business judgment has significantly improved in credit quality from the condition of its credit at the time of acquisition and with respect to which one or more of the criteria referred to in clause (a)(iv) above applies; or

(ii) with respect to which the Majority Lenders vote to treat such Collateral Loan as a Credit Improved Loan.

"Credit Risk Loan" means any Collateral Loan that in the Borrower's commercially reasonable business judgment has a significant risk of declining in credit quality and, with a lapse of time, becoming a Defaulted Loan, and if a Restricted Trading Period is in effect:

(a) any Collateral Loan as to which one or more of the following criteria applies:

(i) such Collateral Loan has been downgraded or put on a watch list for possible downgrade or on negative outlook by S&P since the date on which such Collateral Loan was acquired by the applicable Loan Party;

(ii) if such Collateral Loan is a loan, the price of such loan has changed during the period from the date on which it was acquired by the applicable Loan Party to the proposed sale date by a percentage either at least 0.25% more negative, or at least 0.25% less positive, as the case may be, than the percentage change in the average price of an Eligible Loan Index;

(iii) if such Collateral Loan is a loan, the Market Value of such Collateral Loan has decreased by at least 1.00% of the price paid by the applicable Loan Party for such Collateral Loan;

(iv) if such Collateral Loan is a loan, (A) the spread over the applicable reference rate for such Collateral Loan has been increased in accordance with the applicable Related Contracts since the date of acquisition by (1) 0.25% or more (in the case of a loan with a spread (prior to such increase) less than or equal to 2.00%), (2) 0.375% or more (in the case of a loan with a spread (prior to such increase)

greater than 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in the case of a loan with a spread (prior to such increase) greater than 4.00%) due, in each case, to a deterioration in the related Obligor's financial ratios or financial results; or

(v) with respect to fixed-rate Collateral Loans, an increase since the date of acquisition of more than 7.5% in the difference between the yield on such Collateral Loan and the yield on the relevant United States Treasury security; or

(b) with respect to which the Majority Lenders consent to treat such Collateral Loan as a Credit Risk Loan.

"Currency" means U.S. Dollars or any Alternative Currency.

"Current Pay Obligation" means any Collateral Loan (other than a DIP Loan) that (i) would otherwise be a Defaulted Loan but for the exclusion of Current Pay Obligations from the definition of Defaulted Loan pursuant to the proviso at the end of such definition, (ii) (a) if the Obligor of such Collateral Loan is subject to a bankruptcy, insolvency, receivership or other analogous proceeding, the relevant court or other relevant official has authorized the Obligor to make payments of principal and interest on such Collateral Loan and no such payments that are due and payable are unpaid (and no other payments authorized by the court or official that are due and payable are unpaid), and (b) otherwise, no interest payments or scheduled principal payments are due and payable that are unpaid (provided that for each of clause (a) and (b) above any forbearance or grace period in excess of 90 days shall be disregarded with respect to any payment that is unpaid but would be due and payable but for such forbearance or grace period) and (iii) with respect to which the Borrower has certified to the Collateral Agent (with a copy to the Collateral Administrator) in writing that it believes, in its reasonable business judgment, that (1) the S&P Additional Current Pay Criteria are satisfied and (2) the Obligor of such Collateral Loan will continue to make all payments of interest (and/or fees, as applicable, in the case of a Delayed Funding Loan or Revolving Collateral Loan) thereon and will pay the principal thereof by maturity or as otherwise contractually due; provided, that to the extent the Aggregate Principal Balance of all Collateral Loans that would otherwise be Current Pay Obligations exceeds 5.0% in Aggregate Principal Balance of the Current Portfolio, such excess over 5.0% shall constitute Defaulted Loans; provided, further, that in determining which of the Collateral Loans shall be included in such excess, the Collateral Loans with the lowest Market Value expressed as a percentage shall be deemed to constitute such excess.

"Current Portfolio" means, at any time, the portfolio of Collateral Loans and Eligible Investments representing Principal Proceeds, then held by the Loan Parties.

"Custodial Accounts" means, collectively, the custodial accounts at the Custodian, established in the name of the Collateral Agent pursuant to Section 8.4(a).

"Custodian" has the meaning assigned to such term in Section 8.4(a).

"Cut-Off Date" means each date on or after the Closing Date on which a Collateral Loan is transferred to the applicable Loan Party.

"Daily Rate" has the meaning assigned to such term in the definition of "Applicable Margin".

"Daily Report" has the meaning assigned to such term in Section 8.9(a).

"Daily Simple SOFR" means for any day, SOFR, with the conventions for this rate (which will include a lookback of no more than 5 Business Days) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for leveraged loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible, then the Administrative Agent may establish another convention in its reasonable discretion.

"Daily Simple SONIA" means, for any day (a "SONIA Rate Day"), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, GBP, SONIA for the day (such day, a "SONIA Determination Day") that is five (5) Business Days prior to (x) if such SONIA Rate Day is a Business Day, such SONIA Rate Day or (y) if such SONIA Rate Day is not a Business Day, the Business Day immediately preceding such SONIA Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website by 12:00 p.m. (London, United Kingdom time). If by 5:00 p.m. (London, United Kingdom time) on the second (2nd) Business Day immediately following the SONIA Determination Day, SONIA in respect of such SONIA Determination Day has not been published on the SONIA Administrator’s Website and a SONIA Replacement Date has not occurred, then the SONIA for such SONIA Determination Day will be the SONIA as published in respect of the first (1st) preceding Business Day for which such SONIA was published on the SONIA Administrator’s Website; provided that any SONIA determined pursuant to this sentence shall be utilized for purposes of calculating Daily Simple SONIA for no more than three (3) consecutive SONIA Rate Days; provided, further, that any calculation of Daily Simple SONIA shall be rounded to four decimal places and if that rate is less than zero, the Daily Simple SONIA shall be deemed to be zero. Any change in Daily Simple SONIA due to a change in the SONIA shall be effective from and including the effective date of such change in the SONIA without notice to the Borrower.

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

"Default Differential" means, with respect to the Loans at any time, the rate calculated by subtracting the Scenario Default Rate for the Loans at such time from the Break-Even Default Rate for the Loans at such time.

"Defaulted Loan" means any Collateral Loan as to which:

(a) a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Loan (without regard to any grace period applicable thereto, or waiver thereof, after the passage (in the case of a default that in the Borrower's judgment, as certified to the Agents in writing, is not due to credit‑related

causes) of five Business Days or seven calendar days, whichever is greater, measured from the date of such default);

(b) a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor which is senior or pari passu in right of payment to such Collateral Loan after the passage (in the case of a default that in the Borrower's judgment, as certified to the Agents in writing, is not due to credit-related causes) of three Business Days or five calendar days, whichever is greater, measured from the date of such default, but only to the extent the applicable Loan Party has been notified or otherwise has knowledge of such default (provided that both such Collateral Loan and such other debt obligation are full recourse obligations);

(c) the Obligor or others have instituted proceedings to have the Obligor adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;

(d) the Obligor with respect to such Collateral Loan has (x) an S&P Rating of lower than "CCC-" or a public Moody's Rating of lower than "Caa3", (y) an S&P Rating of "D" or "SD" or (z) a public "probability of default" rating assigned by Moody's of "D" or "LD" or, in each case, had any such rating immediately before such rating was withdrawn by S&P or Moody's, as applicable;

(e) such Collateral Loan is pari passu or subordinate in right of payment as to the payment of principal and/or interest to another debt obligation of the same Obligor which has (i) (x) an S&P Rating of lower than "CCC-" or (y) a public Moody's Rating of lower than "Caa3", (ii) an S&P Rating of "SD" or (iii) a public Moody's probability of default rating (as published by Moody's) of "D" or "LD", or, in each case, had such ratings before they were withdrawn by S&P or Moody's, as applicable, and in each case such other debt obligation remains outstanding (provided, that both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor);

(f) the Servicer has received written notice or has knowledge that a default has occurred under the Related Contracts and any applicable grace period has expired and the holders of such Collateral Loan have accelerated the repayment of such Collateral Loan (but only until such acceleration is rescinded) in the manner provided in the Related Contracts;

(g) such Collateral Loan is a Participation Interest with respect to which the Selling Institution has defaulted in the performance of any of its payment obligations under the Participation Interest (except to the extent such defaults were cured within the applicable grace period under the Related Contracts of the Obligor thereof) after the passage (in the case of a default that in the Borrower's judgment, as certified to the Agents in writing, is not due to credit-related causes) of five Business Days or seven calendar days, whichever is greater, measured from the date of such default;

(h) such Collateral Loan is a Participation Interest in a loan that would, if such loan were a Collateral Loan, constitute a "Defaulted Loan" (other than under this clause (h)) or with respect to which the applicable Selling Institution has an S&P Rating of lower than "CCC-", "D" or "SD", a public Moody's Rating of lower than "Caa3" or a public Moody's probability of default rating (as published by Moody's) of "D" or "LD" or, in each case, had such rating immediately before such rating was withdrawn;

(i) a Distressed Exchange has occurred in connection with such Collateral Loan;

(j) the Borrower has (with notice of such designation to the Agents and the Collateral Administrator) in its reasonable commercial judgment otherwise declared such Collateral Loan to be a Defaulted Loan;

(k) such Collateral Loan is a Deferring Loan; or

(l) such Collateral Loan is deemed a Defaulted Loan pursuant to Section 5.19;

provided that a Collateral Loan shall not constitute a Defaulted Loan pursuant to clauses (a) through (f) above if: (x) in the case of such clauses (a) through (f), such Collateral Loan is a Current Pay Obligation (provided that, clause (a) shall only be applicable for a Current Pay Obligation until the earlier of (1) the end of any grace period with respect to any payment that is unpaid but would be due and payable but for such grace period and (2) if the applicable grace period in clause (1) is longer than 30 days, 30 days), or (y) in the case of clauses (b), (c) and (e), such Collateral Loan is a DIP Loan.

"Default Right" has the meaning specified in Section 12.21(b).

"Defaulted Loan Balance" means, for any Defaulted Loan or Deferring Loan that a Loan Party has owned (i) for less than one year after it becomes a Defaulted Loan or Deferring Loan, as applicable, will be the lower of (A) the Market Value thereof and (B) the S&P Recovery Amount thereof and (ii) for one year or more than one year after it becomes a Defaulted Loan or Deferring Loan, as applicable, will be zero.

"Defaulting Lender" means a Revolving Lender that has (a) failed to (I) fund all or any portion of its Revolving Loans within two Business Days of the date such Revolving Loans were required to be funded hereunder (other than failures to fund (i) solely as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing Date, but only for such time as such Revolving Lender is continuing to engage in good faith discussions regarding the determination or resolution of such dispute, and such Lender has notified the Administrative Agent in writing of its intention not to fund and has specifically identified such condition precedent to funding that was not satisfied or (ii) solely as a result of a failure to disburse due to an administrative error or omission by such Revolving Lender, and such failure is cured within five Business Days after such Revolving Lender receives written notice or has actual knowledge of such administrative error or omission) or (II) pay to the Administrative Agent, the Collateral Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) at any time notified the Borrower and the

Administrative Agent in writing, or 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 dispute as to the satisfaction of any condition precedent pursuant to the foregoing clause (i)) or generally under other agreements under which it shall have committed to extend credit or (c) become or is insolvent or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Revolving Lender shall not be a Defaulting Lender solely by virtue of clause (c) so long as such Revolving Lender continues to meet its funding obligations under this Agreement and certifies to the Administrative Agent that it will continue to meet its funding obligations under this Agreement.

"Deferrable Loan" means a Collateral Loan (excluding a Partial Deferrable Loan) which by its terms permits the deferral or capitalization of payment of accrued and unpaid interest.

"Deferring Loan" means a Deferrable Loan that is deferring the payment of interest due thereon and has been so deferring the payment of interest due thereon (a) with respect to Collateral Loans that have an S&P Rating of at least "BBB-", for the shorter of two consecutive accrual periods or one year, and (ii) with respect to Collateral Loans that have an S&P Rating of "BB+" or below, for the shorter of one accrual period or six consecutive months, which deferred capitalized interest has not, as of the date of determination, been paid in cash; provided, however, that such Deferrable Loan will cease to be a Deferring Loan at such time as it (i) ceases to defer or capitalize the payment of interest, (ii) pays in cash all accrued and unpaid interest and (iii) commences payment of all current interest in cash.

"Delayed Funding Loan" means a Collateral Loan that (a) requires the applicable Loan Party to make one or more future advances to the Obligor under the Related Contracts relating thereto, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit the re‑borrowing of any amount previously repaid by the Obligor thereunder; provided that any such Collateral Loan will be a Delayed Funding Loan only until all commitments by such Loan Party to make advances to the Obligor expire or are terminated or reduced to zero and only to the extent of the unfunded portion thereof.

"DIP Loan" means any interest in a loan or financing facility that has a public or private facility rating from S&P and is purchased directly or by way of assignment (a) which is an obligation of (i) a debtor in possession as described in §1107 of the Bankruptcy Code or (ii) a trustee if appointment of such trustee has been ordered pursuant to §1104 of the Bankruptcy Code (in either such case, a "Debtor") organized under the laws of the United States or any state therein, or (b) on which the related Obligor is required to pay interest on a current basis and, with respect to either clause (a) or (b) above, the terms of which have been approved by an order of the United States Bankruptcy Court, the United States District Court, or any other court of competent jurisdiction in the United States, the enforceability of which order is not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that: (i) (A) such DIP Loan is fully secured by liens on the Debtor's otherwise unencumbered assets pursuant to §364(c)(2) of the Bankruptcy Code or (B)

such DIP Loan is secured by liens of equal or senior priority on property of the Debtor's estate that is otherwise subject to a lien pursuant to §364(d) of the Bankruptcy Code and (ii) such DIP Loan is fully secured based upon a current valuation or appraisal report. Notwithstanding the foregoing, such a loan will not be deemed to be a DIP Loan following the emergence of the related debtor in possession from bankruptcy protection under Chapter 11 of the Bankruptcy Code.

"Discount Loan" means any Collateral Loan that the Borrower determines is either: (a) a Senior Secured Loan that has an S&P Rating of "B-" or above and that is acquired by a Loan Party at a price that is less than 80% of par; or (b) a Senior Secured Loan that has an S&P Rating below "B-" and that is acquired by a Loan Party at a price that is less than 85% of par; or (c) an obligation that is not a Senior Secured Loan that is acquired by a Loan Party for a purchase price of (A) less than 75% of its Principal Balance if it has an S&P Rating of "B-" or above or (B) less than 80% of its Principal Balance if it has an S&P Rating below "B-"; provided that such Collateral Loan will cease to be a Discount Loan at such time as (x) for a Senior Secured Loan, as the Market Value (expressed as a percentage of par) of such Collateral Loan, for any period of 30 consecutive days since the acquisition by such Loan Party of such Collateral Loan, equals or exceeds 90% of the Principal Balance of such Collateral Loan or (y) for an obligation that is not a Senior Secured Loan, the Market Value (expressed as a percentage of par) of such Collateral Loan, for any period of 30 consecutive days since the acquisition by such Loan Party of such Collateral Loan, equals or exceeds 85% of the Principal Balance of such Collateral Loan.

"Discretionary Sale" has the meaning assigned to such term in Section 10.1(g).

"Disposition Proceeds" means proceeds received with respect to sales of Collateral Loans, Eligible Investments, Equity Securities or other Collateral and the termination of any Interest Hedge Agreement, in each case, net of reasonable out-of-pocket expenses and disposition costs in connection with such sales.

"Distressed Exchange" means, in connection with any Collateral Loan, a distressed exchange or other debt restructuring has occurred, as reasonably determined by the Borrower, pursuant to which the Obligor of such Collateral Loan has issued to the holders of such Collateral Loan a new security or package of securities or obligations that, in the sole judgment of the Borrower, amounts to a diminished financial obligation or has the purpose of helping the Obligor of such Collateral Loan avoid default; provided that no Distressed Exchange shall be deemed to have occurred if the securities or obligations received by the applicable Loan Party in connection with such exchange or restructuring satisfy the definition of "Collateral Loan".

"Distressed Exchange Offer" means an offer by the issuer of a Collateral Loan to exchange one or more of its outstanding debt obligations for a different debt obligation or to repurchase one or more of its outstanding debt obligations for Cash, or any combination thereof; provided that any outstanding debt obligation that is repurchased for Cash must be retired by the issuer of such Collateral Loan.

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

"Diversity Score": A single number that indicates collateral concentration in terms of both issuer and industry concentration, calculated as set forth on Schedule C hereto.

"Diversity Score Test": A test that will be satisfied on any date of determination if the Diversity Score (rounded to the nearest whole number) equals or exceeds 20.

"Domicile" or "Domiciled" means, with respect to any Obligor with respect to a Collateral Loan, (a) except as provided in clause (b) and (c) below, its country of organization; or (b) if it is organized in a Tax Advantaged Jurisdiction, each of such jurisdiction and the country in which a substantial portion of its operations are located or from which a substantial portion of its revenue is derived, in each case directly or through subsidiaries; or (c) if its payment obligations in respect of such Collateral Loan are fully, irrevocably and unconditionally guaranteed by a person or entity that is organized in the United States, then the United States (provided that such guarantee complies with the applicable S&P criteria with respect to guarantees).

"Downgraded Lender" means a Revolving Lender that fails to be an Approved Lender in accordance with the terms of such definition.

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

"Due Period" means, with respect to any Payment Date, the period commencing on the last day of the immediately preceding Due Period (or, in the case of the initial Due Period, the period commencing on the Closing Date) and ending on (and including) the Calculation Date immediately preceding such Payment Date (or, in the case of the Due Period that is applicable to the Payment Date occurring on the Stated Maturity, ending on the day preceding such Payment Date).

"EBITDA" means earnings before interest, taxes, depreciation and amortization (determined, for any Collateral Loan, in the manner provided in the Related Contracts).

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

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

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

"Eligibility Criteria" means, in connection with each acquisition or origination of a Collateral Loan, each of the following is true:

(a) each Concentration Limitation is satisfied after giving effect to such acquisition or origination (or, if not satisfied immediately prior to such acquisition or origination, compliance with such Concentration Limitation is maintained or improved after giving effect to such acquisition or origination);

(b) the Collateral Quality Test is satisfied after giving effect to such acquisition or origination (or, if not satisfied immediately prior to such acquisition or origination, compliance with the Collateral Quality Test is maintained or improved after giving effect to such acquisition or origination);

(c) each Coverage Test and the Commitment Shortfall Test is satisfied after giving effect to such acquisition or origination (or, in the case of any Coverage Test, if not satisfied immediately prior to such acquisition or origination, compliance with such Coverage Test is maintained or improved after giving effect to such acquisition or origination);

(d) the Portfolio Advance Rate Test is satisfied after giving effect to such acquisition or origination;

(e) each of the criteria in the definition of "Collateral Loan" is satisfied with regard to such acquisition or origination;

(f) in the case of additional Collateral Loans purchased with the proceeds from the sale of a Credit Improved Loan or a Discretionary Sale, or with Principal Proceeds received from scheduled distributions of principal with respect to any Collateral Loan or from any Unscheduled Principal Payments, the Reinvestment Balance Criteria will be satisfied;

(g) in the case of additional Collateral Loans purchased with the proceeds from the sale of a Credit Risk Loan or a Defaulted Loan sold at the discretion of the Borrower, after giving effect to such purchases either (i) the Aggregate Principal Balance of all additional Collateral Loans purchased with the proceeds from such sale shall at least equal the related Disposition Proceeds, or (ii) the Reinvestment Balance Criteria will be satisfied; and

(h) no Event of Default shall have occurred and be continuing.

"Eligible Account Bank" means, with respect to any specified account, a financial institution:

(a) that if such account is either a fully segregated trust account with the trust department or corporate trust department of such financial institution or a securities account established with such financial institution, such financial institution has a long-term issuer rating of at least "A" and a short-term issuer rating of at least "A-1" by S&P (or at least "A+" by S&P if such institution has no short-term issuer rating); provided that if such financial institution ceases to have a long-term issuer rating of at least "A" and a short-term issuer rating of at least "A-1" by S&P (or at least "A+" by S&P if such institution has

no short-term issuer rating), it is replaced within 60 days by a financial institution with long-term issuer rating of at least "A" and a short-term issuer rating of at least "A-1" by S&P (or at least "A+" by S&P if such institution has no short-term issuer rating); or

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

"Eligible Investment Required Ratings" means, in the case of each Eligible Investment, a short‑term credit rating of at least "A-1" (or, in the absence of a short-term credit rating, "AA-" or better) from S&P.

"Eligible Investments" means any investment denominated in U.S. Dollars or an Alternative Currency that, at the time it is delivered to the Collateral Agent (directly or through a financial intermediary or bailee), is one or more of the following obligations or securities:

(i) direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America and which satisfy the Eligible Investment Required Ratings;

(ii) demand and time deposits in, certificates of deposit of, trust accounts with, bankers' acceptances issued by, or federal funds sold by any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;

(iii) commercial paper with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance; provided that this clause (iii) shall not include extendible commercial paper or asset backed commercial paper;

(iv) money market funds which funds have, at all times, the highest S&P credit ratings assignable at such time; and

(v) any other investment similar to those described in clauses (i) through (iv) above, (a) as to which the Rating Condition is satisfied, (b) which has the Eligible Investment Required Ratings at the time of such investment and (c) which has been approved by the Majority Lenders;

and, in the case of clauses (i) through (iii) and (v) above, with a stated maturity (after giving effect to any applicable grace period) no later than the earlier of (1) 60 days and (2) the Business Day

immediately preceding the Payment Date next following the Interest Period in which the date of investment occurs; provided that none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an "f", "r", "p", "q" or "t" subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is subject to U.S. withholding or foreign withholding tax unless the issuer of the security is required to make "gross-up" payments for the full amount of such withholding tax, (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action or (g) in the Borrower's or the Borrower's judgment, such obligation or security is subject to material non-credit related risks. Eligible Investments may include, without limitation but subject to the restrictions set forth in this definition, those investments for which an Agent or an affiliate of an Agent provides services. Any investment, which otherwise qualifies as an Eligible Investment, may (1) be made by the Collateral Agent or any of its Affiliates and (2) be made in securities of any entity for which the Collateral Agent or any of its Affiliates receives compensation or serves as offeror, distributor, investment advisor or other service provider.

"Eligible Loan Index" means, with respect to each Collateral Loan that is a loan, one of the following indices as selected by the Borrower upon the acquisition of such Collateral Loan: the Credit Suisse Leveraged Loan Indices (formerly the DLJ Leveraged Loan Index Plus), the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Merrill Lynch Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices or any replacement or other comparable nationally recognized loan index; provided that the Borrower may change the index applicable to a Collateral Loan at any time following the acquisition thereof (so long as the same index applies to all Collateral Loans for which this definition applies) after giving notice to S&P, the Agents and the Collateral Administrator.

"Emerging Market Obligor" means any obligor Domiciled in a country (other than the United States, Canada, United Kingdom or Luxembourg) that (a) is not a Tax Advantaged Jurisdiction and (b) is not any other country as to which the foreign currency issuer credit rating is, at the time the applicable Loan Party commits to acquire the relevant Collateral Loan, at least "AA" by S&P (other than any country referenced in clause (a) of the definition of "Concentration Limitations").

"Ensuing Payment Date" has the meaning specified in Section 2.7(h).

"Environmental Claim" means, with respect to any Person, any written notice, claim, demand or similar communication by any other Person having jurisdiction alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, of any Hazardous Substances at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation, of any applicable Environmental Law, in each case as to which there is a reasonable possibility of an adverse determination with respect thereto and which, if adversely determined, would have a Material Adverse Effect.

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

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

"Equity Security" means any equity security or any other security or loan that is not eligible for purchase by a Loan Party as a Collateral Loan and any security purchased by a Loan Party as part of a "unit" with a Collateral Loan and which itself is not eligible for purchase by a Loan Party as a Collateral Loan.

"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the regulations promulgated and rulings issued thereunder.

"ERISA Group" means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code with the Borrower.

"Erroneous Payment" has the meaning specified in Section 7.9(a).

"Erroneous Payment Subrogation Rights" has the meaning specified in Section 7.9(d).

"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.

"EU Excluded Liability" means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

"EU Risk Retention Requirements" means Article 6 of the EU Securitisation Regulation, including any implementing regulation, technical standards and official guidance related thereto.

"EU Securitisation Regulation" means Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardised securitisation, as amended, varied

or substituted from time to time including any implementing regulation, technical standards and official guidance related thereto.

"EU/UK Retention Letter" means a letter agreement relating to the retention of net economic interest, to be executed and delivered on the first date on which any Affected Lender becomes a party hereto, in substantially the form of Exhibit G hereto (relating to the EU/UK Risk Retention Requirements), from the Retention Provider and addressed to each Affected Lender, the Administrative Agent and the Borrower, as amended, updated or replaced from time to time.

"EU/UK Retention Obligations" means the requirements and obligations of the Retention Provider as set forth in the EU/UK Retention Letter.

"EU/UK Risk Retention Requirements" means, together, the EU Risk Retention Requirements and the UK Risk Retention Requirements.

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

"Euro" means the lawful currency of the Member States of the European Union that have adopted and retain the single currency in accordance with the treaty establishing the European Community, as amended from time to time; provided that if any member state or states ceases to have such single currency as its lawful currency (such member state(s) being the "Exiting State(s)"), such term shall mean the single currency adopted and retained as the lawful currency of the remaining member states and shall not include any successor currency introduced by the Exiting State(s).

"Euro Loan" means a Loan denominated in Euro.

"Event of Default" has the meaning assigned to such term in Section 6.1.

"Excepted Advances" means customary advances made to protect or preserve rights against the Obligor under a Collateral Loan or to indemnify an agent or representative for lenders pursuant to the applicable Related Contracts.

"Excepted Current Pay Obligation" means any Current Pay Obligation with respect to which the Market Value thereof is determined in accordance with the provisions of clause (iv)(x)(A) of the definition of "Market Value".

"Excess CCC Adjustment Amount" means, as of any date of determination, an amount equal to the excess, if any, of:

(a) the Aggregate Principal Balance of all Collateral Loans included in the CCC Excess; over

(b) the sum of the Market Values of all Collateral Loans included in the CCC Excess.

"Excess Reserve Amount" means, on any date, the excess (if any) of:

(a) the amount standing to the credit of the Future Funding Reserve Accounts on such date over

(b) (i) the aggregate Unfunded Amount on such date minus (ii) if such date is prior to the last day of the Reinvestment Period, the excess (if any) of (x) the Total Class A-R Commitment on such date over (y) the aggregate principal amount of the Class A-R Loans and Swingline Loans outstanding on such date.

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

"Excluded Liabilities" means contingent obligations of the Loan Parties consisting of customary and non-accrued indemnification, expenses, reimbursement or similar obligations contained in its Constituent Documents or the Related Contracts relating to the Collateral Loans, including obligations to members, managers, agents, custodians, trustees, deposit banks, escrow agents and co-lenders and not otherwise prohibited under the Loan Documents.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.5) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 11.4, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender

immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Section 11.4(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.

"Exposure Amount" as of any date means, with respect to any Revolving Collateral Loan or Delayed Funding Loan, the excess of (a) the Borrower's maximum funding commitment thereunder over (b) the outstanding principal balance of such Revolving Collateral Loan or Delayed Funding Loan. For the avoidance of doubt, Exposure Amounts in respect of a Defaulted Loan shall be included in the calculation of the Exposure Amount only if the Borrower is at such time subject to contractual funding obligations with respect to such Defaulted Loan.

"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 or any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance notes or practices adopted to give effect to any intergovernmental agreement entered into thereunder, and any agreement entered into pursuant to Section 1471(b) of the Code.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the FRBNY on the Business Day next succeeding such day, provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average (rounded upward, if necessary, to the next 1/100th of 1%) of the quotations for such day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing or any other provision of this Agreement, the rate calculated pursuant to this definition shall not be less than 0%.

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

"Fee Basis Amount" means, as of any date of determination, the sum of (a) the Collateral Principal Amount and (b) aggregate amount of all Principal Financed Accrued Interest.

"Fee Letters" means the Upfront Fee Letter, the Administrative Agent Fee Letter and the Collateral Agent Fee Letter.

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

"First Lien Last-Out Loan" means a Collateral Loan as to which, in the case of an event of default under the applicable Related Contract, the lenders thereunder will be paid after one or more tranches of first lien loans (inclusive of any revolving loan commitments) funded under such Related Contract (for which purposes an Obligor's obligations in respect of its trade claims, accounts receivables, inventory, capitalized leases or similar obligations shall be deemed not to constitute such first lien loans) issued by the same Obligor have been paid in full in accordance with a specified waterfall of payments. For purposes of this Agreement, a First Lien Last-Out Loan shall be deemed to constitute a Senior Secured Loan unless otherwise specified.

"Fixed Rate Obligation" means any Collateral Loan that bears a fixed rate of interest.

"Floating Rate Obligation" means any Collateral Loan that bears a floating rate of interest.

"Foreign Official" has the meaning assigned to such term in Section 4.24(b).

"FPLF Management" means FPLF Management LLC, a Delaware limited liability company.

"FRBNY" means the Federal Reserve Bank of New York.

"Fronting Exposure" means, at any time there is a Defaulting Lender, with respect to any Swingline Lender, such Defaulting Lender's Percentage Share of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender's participation obligation has been reallocated to other Class A-R Lenders.

"Future Funding Reserve Accounts" means, collectively, the securities accounts established pursuant to Section 8.3(e).

"Future Funding Reserve Loan" has the meaning assigned to such term in Section 2.1(a).

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

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

"GBP Loan" means a Loan denominated in GBP.

"Grant" means to grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set‑off against, deposit, set over and confirm. A Grant of the Collateral, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Collateral, and all other Moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the

granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

"Group" means the Borrower and its Subsidiaries.

"Group Country" means any Group I Country, Group II Country or Group III Country.

"Group I Country" means Australia, Canada, The Netherlands, New Zealand and the United Kingdom.

"Group II Country" means Germany, Sweden and Switzerland.

"Group III Country" means Austria, Belgium, Denmark, Finland, France, Iceland, Ireland, Liechtenstein, Luxembourg and Norway.

"Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, identified as such as a matter of Environmental Law, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

"Immediate Payment Date" has the meaning assigned to such term in Section 2.7(h).

"Increased Commitment Date" means the date of the effectiveness of the Increased Commitments and/or Additional Loans pursuant to the terms of this Agreement.

"Increased Commitments" has the meaning assigned to such term in Section 2.11(a).

"Increased Costs" means any amounts due pursuant to Section 2.9 and/or Section 11.3.

"Incurrence Covenant" means a covenant by any borrower to comply with one or more financial covenants only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.

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

"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 Loan Parties under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

"Indemnitee" has the meaning assigned to such term in Section 12.3(b).

"Independent" means, as to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any member thereof, or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected with such Person as an officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions. "Independent" when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. For purposes of this definition, no manager or director of any Person will fail to be Independent solely because such Person acts as an independent director or independent manager thereof or of any such Person's Affiliates. Any pricing service, certified public accountant or legal counsel that is required to be Independent of another Person under this Agreement must satisfy the criteria above with respect to the Borrower, the Subsidiary Guarantor and the Servicer.

"Independent Review Party" means a conflicts review board or an Independent third party established by or appointed by the Borrower to act on behalf of any Loan Party with respect to Principal Transactions.

"Ineligible Collateral Loan" means any Collateral Loan with respect to which the Borrower has discovered that there has been a breach of any of the representations or warranties under the applicable Related Contracts which materially and adversely affects the value of such Collateral Loan or the interest therein of any Loan Party.

"Initial Lender" means Scotiabank, any of their respective Affiliates and any CP Conduit managed or supported by Scotiabank (or any of its Affiliates).

"Initial Rating" means the rating given to the Loans by S&P as of the S&P Rating Effective Date.

"Interest Coverage Ratio" means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:

(a) (i) the Collateral Interest Amount less (ii) all amounts payable (or expected to be payable) on the related Payment Date pursuant to clauses (A) through (D) of Section 9.1(a)(i) by

(b) the sum of (i) all interest due on the Loans on the related Payment Date and (ii) the Commitment Fees due on the related Payment Date.

"Interest Coverage Ratio Test" means a test satisfied on any Measurement Date after the second Payment Date if the Interest Coverage Ratio is greater than or equal to 135% on such date.

"Interest Hedge Agreement" means an interest rate protection agreement that may be entered into between a Loan Party and an Interest Hedge Counterparty after the Closing Date in accordance with Section 5.20, for the sole purpose of hedging interest rate risk between the portfolio of Collateral Loans and the Loans, as amended from time to time in accordance with the terms hereof and thereof, with respect to which the Rating Condition is satisfied.

"Interest Hedge Counterparty" means a counterparty satisfying, at the time of entry by the applicable Loan Party into an Interest Hedge Agreement, the then-current S&P criteria for hedge counterparties (or, with respect to any counterparty not satisfying such criteria at such time, any counterparty whose obligations in respect of such Interest Hedge Agreement are absolutely and unconditionally guaranteed by an Affiliate of such counterparty meeting the then-current S&P guarantee criteria at such time), together with any permitted assignee or successor (which meets the then-current S&P criteria for hedge counterparties) under such Interest Hedge Agreement with respect to which the Rating Condition is satisfied.

"Interest Period" means, with respect to any Payment Date, the period commencing on the last day of the immediately preceding Due Period (or, in the case of the initial Due Period, the period commencing on the Closing Date) and ending on (and including) the Calculation Date immediately preceding such Payment Date (or, in the case of the Due Period that is applicable to the Payment Date occurring on the Stated Maturity, ending on the day preceding such Payment Date).

"Interest Proceeds" means, with respect to any Due Period or Calculation Date, without duplication, the sum of:

(i) all payments of interest and other income received (other than any interest due on any Deferrable Loan or Partial Deferrable Loan that has been deferred or capitalized at the time of acquisition) by the Loan Parties during the related Due Period on the Collateral Loans and Eligible Investments, including the accrued interest received in connection with a sale thereof during the related Due Period, less any such amount that represents Principal Financed Accrued Interest;

(ii) all principal and interest payments received by the Loan Parties during the related Due Period on Eligible Investments purchased with Interest Proceeds;

(iii) all amendment and waiver fees, late payment fees and other fees received by the Loan Parties during the related Due Period, except for those in connection with (a) the lengthening of the maturity of the related Collateral Loan or (b) the reduction of the par of the related Collateral Loan;

(iv) commitment fees and other similar fees received by the Loan Parties during such Due Period in respect of Revolving Collateral Loans and Delayed Funding Loans;

(v) any payment received with respect to any Interest Hedge Agreement other than (a) an upfront payment received upon entering into such Interest Hedge Agreement or (b) a payment received as a result of the termination of any Interest Hedge Agreement to the extent not used by the applicable Loan Party to enter into a new or replacement Interest Hedge Agreement (for purposes of this subclause (v), any such payment received or to be received on or before 10:00 a.m. New York time on the last day of the Due Period in respect of such Payment Date will be deemed received in respect of the preceding Due Period and included in the calculation of Interest Proceeds received in such Due Period);

(vi) any payments received as repayment for Excepted Advances (other than Excepted Advances made from Principal Proceeds); and

(vii) any amounts deposited in the Collection Accounts (and designated as Interest Proceeds) from any other Covered Account pursuant to the terms of this Agreement;

provided that (x) any amounts received in respect of any Defaulted Loan (or any Equity Security received in exchange for a Defaulted Loan) will constitute (A) Principal Proceeds (and not Interest Proceeds) until the aggregate of all recoveries in respect of such Defaulted Loan since it became a Defaulted Loan equals the outstanding Principal Balance of such Collateral Loan when it became a Defaulted Loan, and then (B) Interest Proceeds thereafter and (y) with respect to a Collateral Loan that has been amended after the Reinvestment Period, (1) if such amendment extended the maturity of such Collateral Loan, any amounts received in respect of such Collateral Loan will constitute Principal Proceeds (and not Interest Proceeds) and (2) if such amendment modified the amount of interest payable on such Collateral Loan (but did not extend the maturity thereof), any additional interest that is payable as a result of such amendment (in the case of an amendment that increased the rate of interest on such Collateral Loan), all interest (in the case of an amendment that reduced the rate of interest on such Collateral Loan) and all fees received in respect of such Collateral Loan will constitute Principal Proceeds (and not Interest Proceeds); provided further that clause (y) above shall only apply with respect to any such amended Collateral Loans in excess of 10% of the Collateral Principal Amount. Notwithstanding the foregoing, in the Borrower's sole discretion (to be exercised on or before the related Calculation Date), on any date after the first Payment Date, Interest Proceeds in any Due Period may be deemed to be Principal Proceeds.

"Interpolated Rate" means, with respect to the initial Payment Date, for the first Interest Period beginning on the Closing Date to but excluding the initial Payment Date, the rate shall be determined by interpolating linearly between the rate for the next shorter period of time for which rates are published by the Term SOFR Administrator and the rate for the next longer period of time for which rates are published by the Term SOFR Administrator.

"Investment Advisers Act" means the Investment Advisers Act of 1940, as amended.

"Investment Company Act" means the Investment Company Act of 1940, as amended.

"Irish Collateral Deed" means the Irish law governed security deed dated on or about the date hereof and entered into between the Borrower and the Collateral Agent for the benefit of the Secured Parties, as amended from time to time.

"IRS" means the U.S. Internal Revenue Service.

"Judgment Currency" has the meaning assigned to such term in Section 2.10(d).

"Lender" means each Person signatory hereto that is listed as a "Lender" on the signature pages hereto and on Schedule J, any Person that shall have become a party hereto pursuant to an Assignment and Assumption, each Additional Lender and, in each case, their respective successors, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term "Lenders" includes the Swingline Lender.

"Lender Collateral Account" means the securities account established pursuant to Section 8.3(c)(i).

"Lender Collateral Subaccount" has the meaning assigned to such term in Section 8.3(c)(ii).

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, any Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Liquidity Facility" means, with respect to any Loan by any CP Lender, a liquidity asset purchase agreement, swap transaction or other facility that provides liquidity for Commercial Paper Notes, and any guaranty of any such agreement or facility.

"Liquidity Funding" means, with respect to any Loan by any CP Lender, at any time, funding by a CP Lender of all or a portion of the outstanding principal amount of such Loan with funds provided under a Liquidity Facility.

"Liquidity Funding Period" means, with respect to any Loan by any CP Lender, a period of time during which all or a portion of the outstanding principal amount of such Loan is funded through a Liquidity Funding.

"Liquidity Funding Rate" means with respect to any Liquidity Funding under a Liquidity Facility for any period, the per annum rate of interest equal to the rate of interest provided for in the relevant Liquidity Facility at such time.

"LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of November 7, 2025, by and among Parent, as the member and the Independent Directors party thereto, as further amended, restated or otherwise modified from time to time.

"Loan Documents" means this Agreement, the Account Control Agreements, the Collateral Administration Agreement, the Notes, the Interest Hedge Agreements (if any), the Sale Agreements, the LLC Agreement, the Administrative Agent Fee Letter, the Subsidiary Guaranty and, if delivered, the EU/UK Retention Letter.

"Loan Party" means, the Borrower and the Subsidiary Guarantor, individually or collectively, as the context requires.

"Loan Party Order" means a written order (which may be a standing order and may be provided via email) or request dated and signed (or, if applicable, sent) in the name of the Borrower or the Subsidiary Guarantor, by an Authorized Officer of the Borrower or the Subsidiary Guarantor, as applicable, or by an Authorized Officer of the Servicer on behalf of the Borrower or the Subsidiary Guarantor, as applicable.

"Loans" means, collectively, the Class A-R Loans, the Class A-T Loans and the Swingline Loans.

"Maintenance Covenant" means a covenant by any borrower to comply with one or more financial covenants during each reporting period, whether or not such borrower has taken any specified action.

"Majority" means, with respect to the Loans, the Commitments or the Lenders, the Majority Lenders.

"Majority Lenders" means the Lender or Lenders holding, collectively, more than 50% of the sum of (a) the aggregate principal amount of all of the Loans outstanding at such time plus (b) the Aggregate Undrawn Amounts at such time; provided that for so long as any Initial Lender is a Lender hereunder, the "Majority Lenders" of such Loans shall always be deemed to include such Initial Lender, it being understood that, accordingly, any vote or action to be taken by the Majority Lenders hereunder while any Initial Lender is a Lender shall require the corresponding vote or action, as the case may be, of such Initial Lender (in addition to, and not instead of, the vote or action otherwise required from the Lender or Lenders holding, collectively, more than 50% of the sum of (x) the aggregate principal amount of the Loans outstanding at such time plus (y) the aggregate Undrawn Commitments in respect of the Loans at such time). In determining whether the Majority Lenders have consented to or approved any action or inaction, (x) the vote of any Borrower Affiliated Lender shall not be taken into account and the outstanding principal amounts and aggregate unutilized commitments held by each Borrower Affiliated Lender shall be excluded from the amounts set forth in clauses (a) and (b) of this definition and (y) the vote of any Defaulting Lender shall not be taken into account to the extent provided in Section 11.5(b)(ii). In addition, if as the result of a Bail-In Action a Lender's Commitment is reduced or a Lender is not permitted to fund all or a portion of its Commitment, the vote of any such Lender shall be commensurately and proportionately reduced, unless such Lender is the only Lender, in which case such Lender will retain its voting rights.

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

"Market Value" means, as of any date of determination, with respect to any loans or other assets, the amount (determined by the Borrower) equal to the product of the principal amount thereof and the price determined in the following manner:

(i) the quote determined by any of Loan Pricing Corporation, MarkIt Partners or any other nationally recognized pricing service selected by the Borrower with notice to the Administrative Agent; or

(ii) if such quote described in clause (i) is not available, the average of the bid-side quotes determined by three broker‑dealers active in the trading of such asset that are Independent (with respect to each other and the Borrower); or

(A) if only two such bids can be obtained, the lower of the bid-side quotes of such two bids; or

(B) if only one such bid can be obtained, such bid; or

(iii) if a "Market Value" cannot be determined in accordance with clauses (i) or (ii) above (in that order), then, the Appraised Value based on an Appraisal that has been obtained from an Approved Appraisal Firm within the preceding 90 days; provided that, for purposes of determining the Market Value of any Collateral Loan being sold to an Affiliate of the Borrower, such Appraisal shall have been obtained within the preceding 45 days; provided further that, if such Collateral Loan was originated by an Affiliate of a Loan Party, then, for purposes of determining the Market Value of such Collateral Loan when it is being sold to an Affiliate of the Borrower or when a participation granted therein is terminated pursuant to the applicable Sale Agreement, from the date of origination and until the earlier of 45 days after such Loan Party acquires such Collateral Loan and the date an Appraisal is obtained, the "Market Value" of such Collateral Loan shall be as reasonably determined by the Borrower in the manner set forth in clause (iv)(y) below; or

(iv) if such quote, bid or appraisal described in clause (i), (ii) or (iii) is not available, then the Market Value of such Collateral Loan shall be the lower of (x) the higher of (A) the S&P Recovery Rate and (B) 70% of the outstanding principal amount of such Collateral Loan, and (y) the Market Value determined by the Borrower exercising reasonable commercial judgment, consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; provided, that, such Market Value assigned by the Borrower to such Collateral Loan shall not exceed the value that the Borrower assigns to such Collateral Loan for all other purposes; provided further that, the Market Value of any such asset may not be determined in accordance with this clause (iv) for more than thirty days; or

(v) if the Market Value of an asset is not determined in accordance with clause (i), (ii), (iii) or (iv) above, then the Market Value shall be deemed to be zero until such determination is made in accordance with clause (i), (ii), (iii) or (iv) above.

"Material Adverse Effect" means a material adverse effect individually or in the aggregate with other adverse effects on the ability of the Borrower, the Subsidiary Guarantor or the Servicer to perform its respective obligations under any of the Loan Documents or the rights, interests or remedies (taken as a whole) of the Agents, any Membership Interest Holder or any Lender under any of the Loan Documents.

"Material Covenant Default" means a default by an Obligor with respect to any Collateral Loan, and subject to any grace periods contained in the applicable Related Contract, that gives rise to the right of the lender(s) thereunder to accelerate the principal of such Collateral Loan.

"Maximum Advance Rate" means 65.0%.

"Maximum Principal Balance" means, as of any date of determination and with respect to all or any specified portion of the Collateral Loans, the sum of (a) the Principal Balance of such Collateral Loans as of such date and (b) in the case of any such Collateral Loans that are Revolving Collateral Loans or Delayed Funding Loans, the Exposure Amounts thereof.

"Maximum Weighted Average Life Test" means a test that is satisfied on any Measurement Date if the Weighted Average Life of all Collateral Loans as of such date is less than the number of years (rounded to the nearest one hundredth thereof) from such Measurement Date to November 7, 2033.

"Measurement Date" means (i) any day on which a Loan Party purchases, or enters into a commitment to purchase, a Collateral Loan, or any day on which a default with respect to a Collateral Loan occurs, (ii) any Calculation Date, (iii) each Collateral Report Determination Date and (iv) any other Business Day pursuant to the request of the Majority Lenders or S&P.

"Membership Interest" means, the limited liability company membership interests in the Borrower pursuant to the LLC Agreement.

"Membership Interest Holder" means, collectively, Parent and any other Person holding a Membership Interest from time to time, in accordance with the terms of the Loan Documents and the LLC Agreement.

"Minimum Fixed Coupon" means 7.00%.

"Minimum Fixed Coupon Test" means a test that is satisfied as of any Measurement Date if the Weighted Average Coupon as of such date of determination equals or exceeds the Minimum Fixed Coupon.

"Minimum Weighted Average S&P Recovery Rate Test" means the test that will be satisfied (i) on any date of determination prior to the S&P Rating Effective Date, if the Weighted Average S&P Recovery Rate for the Collateral Loans equals or exceeds 40%, and (ii) on any date of determination on or after the S&P Rating Effective Date, if the Weighted Average S&P Recovery Rate for the Collateral Loans equals or exceeds the S&P CDO Monitor Recovery Rate.

"Minimum Weighted Average Spread Test" means a test that will be satisfied (i) on any Measurement Date prior to the S&P Rating Effective Date, if the Weighted Average Spread

equals or exceeds 5%, and (ii) on any Measurement Date on or after the S&P Rating Effective Date, if the Weighted Average Spread equals or exceeds the S&P Minimum Floating Spread.

"Money" shall have the meaning specified in Section 1-201(24) of the UCC.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Moody's Rating" means, with respect to any Collateral Loan that is a BSL Loan, the rating determined for such Collateral Loan pursuant to Schedule D hereto.

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

"Net Aggregate Exposure Amount" means the excess (if any) of (i) the aggregate Unfunded Amount on such date over (ii) the sum of (x) amounts on deposit in the Future Funding Reserve Accounts on such date and (y) amounts on deposit in the Collection Accounts on such date, including Eligible Investments and capital contributions or proceeds deposited therein by any Membership Interest Holder, representing Principal Proceeds.

"Net Purchased Collateral Loan Balance" means, as of any date of determination, an amount equal to (a) the Aggregate Principal Balance of all Collateral Loans conveyed to the Loan Parties under the Sale Agreements prior to such date, calculated as of the respective Cut-Off Dates of such Collateral Loans, plus (b) the Aggregate Principal Balance of all Collateral Loans acquired by the Loan Parties other than directly or indirectly as set forth in clause (a) prior to such date, minus (c) the Aggregate Principal Balance of all Collateral Loans (other than Ineligible Collateral Loans) repurchased or substituted prior to such date.

"Non-Consenting Lender" means any Lender that has failed to approve any proposed amendment, modification, consent or waiver that has been approved by the Majority Lenders and that requires the approval of all Lenders or all affected Lenders in accordance with Section 12.5 (for so long as such Lender fails to give such approval).

"Non-Funding Lender" has the meaning specified in Section 2.2(e).

"Note" means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of this Agreement, substantially in the respective form set forth on Exhibit A-1, A-2 or A-3 hereto, as the same may from time to time be amended, supplemented, waived or modified.

"Notice of Borrowing" has the meaning assigned to such term in Section 2.2(a).

"Notice of Conversion" has the meaning assigned to such term in Section 2.15(b).

"Obligations" means all Secured Obligations and all other obligations, liabilities and Indebtedness of every nature of the Loan Parties, from time to time owing to the Agents, the Interest Hedge Counterparties, the Lenders, the Membership Interest Holders and the Secured

Parties under or in connection with this Agreement and the other Loan Documents, including, without limitation, (a) the unpaid principal amount of, and interest on (including interest which, but for the commencement of an insolvency, reorganization or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar case or proceeding with respect to either Loan Party or with respect to any of its assets, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in any such case or proceeding), all Loans then outstanding and (b) all fees, expenses, premiums, indemnity payments and other amounts owed to any Secured Party or any Membership Interest Holder pursuant to this Agreement and the other Loan Documents, in each case, whether or not then due and payable.

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

"OFAC" has the meaning assigned to such term in Section 4.24(c).

"Offer" means with respect to any security, any offer by the Obligor of such security or by any other Person made to all of the holders of such security to purchase or otherwise acquire such security (other than pursuant to any redemption in accordance with the terms of the applicable Related Contracts) or to convert or exchange such security into or for Cash, securities or any other type of consideration.

"Originator Requirement" means a condition that will be satisfied as of the date of execution and delivery of the EU/UK Retention Letter (if applicable) and as of the date of any Increased Commitment or incurrence of Additional Loans, if the nominal amount of Collateral Loans acquired (or committed to be acquired) or originated by a Loan Party for which the Retention Provider:

(i) either itself or through related entities (including any Loan Party), directly or indirectly, was involved or will be involved in negotiating the original agreements which created or will create such Collateral Loan; and/or

(ii) is the seller thereof to the applicable Loan Party and the Retention Provider previously purchased (and, for not less than 30 days, held) such Collateral Loan for its own account prior to selling such Collateral Loan to such Loan Party and that each of such purchase and sale are made at the respective Market Value thereof at such time,

is more than 10% of the Total Capitalization.

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

"Other Taxes" has the meaning assigned to such term in Section 11.4(b).

"Overcollateralization Ratio" means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:

(a) the sum of (i) the Adjusted Collateral Principal Amount as of such date plus (ii) the Net Aggregate Exposure Amount (excluding any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date, plus (iii) amounts on deposit in the Future Funding Reserve Accounts on such date; by

(b) the sum of (i) the aggregate outstanding principal amount of the Loans as of such date plus (ii) the Net Aggregate Exposure Amount for all Collateral Loans as of such date.

"Overcollateralization Ratio Test" means a test that is satisfied on any Measurement Date if the Overcollateralization Ratio equals or exceeds 151.85%.

"Parent" means Fortress Private Lending Fund, a Delaware statutory trust.

"Parent SPV Subsidiary" means a directly or indirectly wholly-owned subsidiary of the Parent or an entity in which the Parent otherwise owns (directly or indirectly) all of the interests constituting the economic equity in such entity, and which Parent SPV Subsidiary or other entity is structured to be bankruptcy remote.

"Partial Deferrable Loan" means any Collateral Loan with respect to which under the applicable Related Contracts, (a) a portion of the interest due thereon is required to be paid in Cash on each payment date therefor and is not permitted to be deferred or capitalized (which portion shall at least be equal to the Benchmark or the applicable index with respect to which interest on such Collateral Loan is calculated (or, in the case of a Fixed Rate Obligation, at least equal to the forward swap rate for a designated maturity equal to the scheduled maturity of such Collateral Loan)) plus 3.00%, (b) the Obligor thereon may defer or capitalize the remaining portion of the interest due thereon and (c) such deferral is accomplished by the issuance of additional loans identical to such loan or through additions to the principal amount thereof.

"Participant" has the meaning assigned to such term in Section 12.6(b)(i).

"Participant Register" has the meaning assigned to such term in Section 12.6(b)(ii).

"Participation Interest" means a participation interest in a loan originated by a bank or financial institution that, at the time of acquisition by a Loan Party, or such Loan Party's commitment to acquire the same, satisfies each of the following criteria: (i) such participation would constitute a Collateral Loan were it acquired directly, (ii) the Selling Institution is a lender on the loan, (iii) the aggregate participation in the loan granted by such Selling Institution to any one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution is a lender under such loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the selling institution holds in the loan or commitment that is the subject of the participation, (v) the entire purchase

price for such participation is paid in full (without the benefit of financing from the selling institution or its affiliates) at the time of such Loan Party's acquisition (or, to the extent of a participation in the unfunded commitment under a Revolving Collateral Loan or Delayed Funding Loan, at the time of the funding of such loan), (vi) the participation provides the participant all of the economic benefit and risk of the whole or part of the loan or commitment that is the subject of the loan participation and (vii) other than in the case of a Transferred Participation, such participation is documented under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions among institutional market participants. For the avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any loan.

"Payment Accounts" means, collectively, the securities accounts established pursuant to Section 8.3(a).

"Payment Date" means the 20th day of January, April, July and October in each year, commencing in January 2026, and the last Payment Date occurring on the Stated Maturity; provided that, if any such date is not a Business Day, such Payment Date shall be the next succeeding Business Day.

"Payment Date Report" has the meaning assigned to such term in Section 9.1(c).

"Payment Recipient" has the meaning specified in Section 7.9(a).

"Percentage Share" means:

(a) with respect to a Class A-R Lender's obligation to make Class A-R Loans, fund its share of Swingline Loans and receive payments of interest, fees, principal and other amounts with respect thereto, the percentage obtained by dividing (i) such Class A‑R Lender's Class A-R Commitment by (ii) the Total Class A-R Commitment, provided that, if the Total Class A-R Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Class A-R Lender's Class A-R Loans and the denominator shall be the aggregate unpaid principal amount of all Class A-R Loans;

(b) with respect to a Class A-T Lender's obligation to make Class A-T Loans and receive payments of interest, fees, principal and other amounts with respect thereto, the percentage obtained by dividing (i) such Class A-T Lender's Class A-T Commitment by (ii) the Total Class A-T Commitment, provided that, if the Total Class A-T Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Class A-T Lender's Class A-T Loans and the denominator shall be the aggregate unpaid principal amount of all Class A-T Loans; and

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

"Permitted Indebtedness" means (a) the Obligations, (b) Excluded Liabilities and (c) in the case of the Subsidiary Guarantor, the PPNs.

"Permitted Liens" means (a) Liens in favor of the Collateral Agent for the benefit of the Secured Parties granted pursuant to this Agreement and any other Loan Document; (b) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently pursued (provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor); (c) the interests of lessees and lessors under leases of real or personal property made in the ordinary course of business which interests would not have a Material Adverse Effect; and (d) restrictions on transfer with respect to any Collateral Loan or any other Pledged Collateral (x) imposed by law or (y) contained in the Related Contracts and which are customary for instruments similar to such Collateral Loan or such other Pledged Collateral (such as a requirement to receive the consent of the relevant agent or Obligor prior to any transfer).

"Permitted RIC Distribution" means distributions to the Parent from the USD Collection Account of the Borrower on any Business Day to the extent required to allow the Parent to make sufficient distributions to qualify as a regulated investment company within the meaning of Section 851 of the Code and to otherwise eliminate federal or state income or excise taxes payable by the 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 Borrower would have been required to distribute to the Parent to: (i) allow the Borrower to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year the Borrower’s liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto) 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 Borrower’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that the Borrower had qualified to be taxed as a regulated investment company under the Code; (B) with respect to any distributions made on any Business Day other than a Payment Date, such Permitted RIC Distributions shall be permitted only so long as: (I) all Coverage Tests are satisfied immediately prior to and immediately after giving effect to such Permitted RIC Distribution, (II) the Borrower and the Servicer certify that immediately after giving effect to such Permitted RIC Distribution, there will be sufficient Interest Proceeds and/or Principal Proceeds available on the next Payment Date to pay in full all amounts the Borrower and the Servicer reasonably expect in good faith to be due and payable under clauses (A) through (F) of Section 9.1(a)(i) with respect to Interest Proceeds applied to make a Permitted RIC Distribution and under clauses (A) and (B) of Section 9.1(a)(ii) with respect to Principal Proceeds applied to make a Permitted RIC Distribution on such Payment Date based on the then-current outstanding principal amount of the Loans and other costs and expenses invoiced as of such date or expected to be invoiced prior to the next Payment Date; (III) the Borrower gives at least one (1) Business Day's prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Administrator and (IV) the

Borrower and the Servicer confirm in writing (which may be by email) to the Administrative Agent, the Collateral Agent and the Collateral Administrator that the conditions to a Permitted RIC Distribution set forth herein are satisfied immediately prior to and immediately after giving effect to such Permitted RIC Distribution (unless otherwise consented to by the Administrative Agent in its sole discretion); provided that no Permitted RIC Distribution may be made at any time an Event of Default has occurred and is continuing (unless otherwise consented to by the Administrative Agent in its sole discretion).

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

"Plan" means at any time an employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA and either (i) is sponsored, maintained, or contributed to, or required to be contributed to, by the Borrower or a member of its ERISA Group or (ii) has at any time within the preceding five plan years been sponsored, maintained, or contributed to, or required to be contributed to, by the Borrower or a member of its ERISA Group.

"Pledged Collateral" has the meaning specified in the Granting Clause hereof.

"Portfolio Advance Rate" means, as of any Measurement Date (or other applicable date), the ratio (expressed as a percentage) obtained by dividing:

(a) the sum of (i) the aggregate outstanding principal amount of all Loans as of such date plus (ii) the Net Aggregate Exposure Amount for all Collateral Loans as of such date; by

(b) the sum of (i) the Adjusted Collateral Principal Amount as of such date plus (ii) the Net Aggregate Exposure Amount (excluding any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date, plus (iii) amounts on deposit in the Future Funding Reserve Accounts on such date.

"Portfolio Advance Rate Test" means a test that is satisfied if, on the date of determination, the Portfolio Advance Rate is less than or equal to the Maximum Advance Rate.

"Post-Default Rate" has the meaning assigned to such term in Section 2.5(c).

"PPNs" means the $1,000,000,000 Profit Participating Notes due 2075 issued by the Subsidiary Guarantor to the Borrower, as amended, restated, supplemented or otherwise modified from time to time (including any replacement notes).

"Prime Rate" means, for any day, the rate of interest in effect for such day that is identified and normally published by The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published as the Prime Rate, then the highest of such rates), with any change in Prime Rate to become effective as of the date the rate of interest which is so identified as the "Prime

Rate" is different from that published on the preceding Business Day. If The Wall Street Journal no longer reports the Prime Rate, or if the Prime Rate no longer exists, or the Administrative Agent determines in good faith that the rate so reported no longer accurately reflects an accurate determination of the prevailing Prime Rate, then the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Prime Rate (with notice to the Collateral Agent). Notwithstanding the foregoing or any other provision of this Agreement, the rate calculated pursuant to this definition shall not be less than 0%.

"Principal Allocation Formula" means, with respect to any prepayment of the Loans on a Payment Date pursuant to Section 9.1(a)(i) and Section 9.1(a)(ii):

first, to the Class A-R Loans in an amount equal to the excess, if any, of (x) the Net Aggregate Exposure Amount on such Payment Date over (y) the difference between the Total Class A-R Commitment and the aggregate principal amount of the Revolving Loans outstanding on such Payment Date;

second, if the Principal Sharing Percentage of the Class A-T Loans on such Payment Date (determined immediately prior to the application provided for in this clause second) is higher than the Principal Sharing Percentage calculated on the Closing Date, then to the Class A-T Loans until the Principal Sharing Percentage of the Class A-T Loans on such date (determined immediately after giving effect to the application provided for in this clause second) equals the Principal Sharing Percentage calculated on the Closing Date; and

third, to each of the Class A-R Loans and Class A-T Loans in accordance with their respective Principal Sharing Percentages (determined immediately prior to the application provided for in this clause third);

provided, that in each case, that if the Principal Allocation Formula would result in the allocation of a payment of principal to the Class A-R Loans in excess of the aggregate outstanding principal amount thereof, then the amount of such excess shall be deposited into the applicable Future Funding Reserve Account.

"Principal Balance" means, subject to Section 1.3, with respect to (a) any Pledged Collateral other than a Revolving Collateral Loan or Delayed Funding Loan, as of any date of determination, the outstanding principal amount of such Pledged Collateral and (b) any Revolving Collateral Loan or Delayed Funding Loan, as of any date of determination, the outstanding principal amount of such Revolving Collateral Loan or Delayed Funding Loan; provided that, for all purposes (i) the Principal Balance of any Equity Security shall be deemed to be zero, (ii) the Principal Balance of any Collateral Loan that, at the time of its acquisition by a Loan Party, was subject to an Offer for a price of less than its par amount, shall be, until the expiration of such Offer in accordance with its terms, the Offer price (expressed as a U.S. Dollar amount) of such Collateral Loan, (iii) the Principal Balance of a Deferrable Loan or Partial Deferrable Loan (x) shall not include any deferred interest that has been added to principal since its acquisition and remains unpaid and (y) shall only include interest that has been deferred or capitalized at the time of acquisition if, in the Borrower's commercially reasonable business judgment, such interest remains unpaid other than due to the related Obligor's ability to repay such amounts, (iv) the

Principal Balance of any Defaulted Loan that is not sold or terminated within one year after becoming a Defaulted Loan shall be deemed to be zero, (v) the Principal Balance of any Collateral held by the Loan Parties with a stated maturity later than the Stated Maturity shall be deemed to be zero and (vi) the Principal Balance of any asset held by an SPV Subsidiary that is not Collateral shall be deemed to be zero.

"Principal Financed Accrued Interest" means, with respect to: (i) any Collateral Loan owned or purchased by a Loan Party on the Closing Date, an amount equal to the unpaid interest on such Collateral Loan that accrued prior to the Closing Date that is due to be paid to such Loan Party and remains unpaid as of the Closing Date (other than that portion of accrued interest that was included in the purchase price of such Collateral Loan) and (ii) any Collateral Loan purchased after the Closing Date, the amount of Principal Proceeds, if any, applied towards the purchase of accrued interest on such Collateral Loan; provided, however, in the case of this clause (ii), Principal Financed Accrued Interest shall not include any accrued interest purchased with Interest Proceeds deemed to be Principal Proceeds as set forth in the definition of "Interest Proceeds."

"Principal Proceeds" means, with respect to any Due Period or Calculation Date, (a) all amounts received by the Loan Parties during the related Due Period that do not constitute Interest Proceeds; and (b) any cash capital contributions made to the Borrower (or proceeds received by the Borrower from the Membership Interest Holders) and applied pursuant to Section 10.2(d) (except to the extent that such capital contributions (or issuance or sale proceeds) are to be treated as Interest Proceeds in accordance with Section 10.2(d)). All sales of Participation Interests or assignments pursuant to Section 10.1 shall be for cash the proceeds of which shall be deemed to be Principal Proceeds for all purposes hereunder. No amounts that are required by the terms of any participation agreement to be paid by a Loan Party to any Person to whom such Loan Party has sold a Participation Interest shall constitute "Principal Proceeds" hereunder.

"Principal Sharing Percentage" means, with respect to any payment of principal of the Loans that is to be allocated according to the Principal Allocation Formula, a fraction, expressed as a percentage:

(a) the numerator of which is:

(i) in the case of the Class A-T Loans, the aggregate principal amount of the Class A-T Loans outstanding on such date; or

(ii) in the case of the Class A-R Loans, the lesser of (x) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding on such date and (B) the Net Aggregate Exposure Amount on such date and (y) the amount of the Total Class A-R Commitment on such date, provided that, if the Total Class A-R Commitment has been reduced to zero, then the amount determined pursuant to this clause (ii) shall equal the aggregate principal amount of the Revolving Loans outstanding on such date, and

(b) the denominator of which is the sum of:

(i) the aggregate principal amount of the Class A-T Loans outstanding on such date; and

(ii) the lesser of (x) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding on such date and (B) the Net Aggregate Exposure Amount on such date and (y) the amount of the Total Class A-R Commitment on such date, provided that if the Total Class A-R Commitment has been reduced to zero, the amount determined pursuant to this clause (ii) shall equal the aggregate principal amount of the Revolving Loans outstanding on such date.

"Principal Transaction" means a principal transaction requiring the consent of the Borrower under Section 206(3) of the Investment Advisers Act.

"Priority of Payments" has the meaning assigned to such term in Section 9.1(a), provided that, at all times after the Majority Lenders have exercised their right to direct the liquidation of the Collateral under Article VI, "Priority of Payments" shall mean the priorities set forth in Section 6.4 hereof.

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

"Program Manager" means the investment manager, administrator or funding agent (or other Person acting in a similar capacity) of a CP Lender, as applicable.

"Prohibited Consideration" has the meaning assigned to such term in Section 4.18(b).

"Prohibited Transaction" means (i) a transaction described in Section 406(a) of ERISA or Section 4975 of the Code, that is not exempted by a statutory or administrative or individual exemption pursuant to Section 408 of ERISA or Section 4975(d) of the Code or (ii) a transaction prohibited under Similar Law.

"Proposed Portfolio" means the portfolio of Collateral Loans and Eligible Investments resulting from the proposed purchase, sale, maturity or other disposition of a Collateral Loan or a proposed reinvestment in an additional Collateral Loan, as the case may be.

"QFC" has the meaning specified in Section 12.21(b).

"QFC Credit Support" has the meaning specified in Section 12.21.

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

"Rating Condition" means, with respect to any action taken or to be taken by or on behalf of the Borrower, a condition that is satisfied if S&P has confirmed in writing (which may take the form of a press release, electronic messages, facsimile, posting to its internet website, other written communication or other means then considered industry standard) that such action will not cause the then-current rating of the Loans of any Class by S&P to be reduced or withdrawn;

provided that the Rating Condition will not be required with respect to any such action if (i) at the time of determination, no Loans of any Class are then rated by S&P; (ii) the Agents and all of the Lenders provide their written approval as to such action and written notice thereof is given to S&P; (iii) S&P has made a public statement to the effect that it will no longer review events or circumstances of the type requiring satisfaction of the Rating Condition in this Agreement for purposes of evaluating whether to confirm the then-current ratings (or Initial Ratings) of the Loans rated by S&P; or (iv) S&P has communicated to the Borrower, the Servicer or either Agent (or their respective counsel) that it will not review such event or circumstances for purposes of evaluating whether to confirm the then-current ratings (or Initial Ratings).

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

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

"Refinancing" has the meaning assigned to such term in Section 2.7(c).

"Register" has the meaning assigned to such term in Section 12.6(f).

"Registered" means in registered form for U.S. federal income tax purposes and issued after July 18, 1984, provided that a certificate of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held by the trust was issued after that date.

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

"Reinvestment Balance Criteria" means any of the following requirements, in each case determined after giving effect to the proposed purchase of Collateral Loans and all other sales or purchases previously or simultaneously committed to: (1) the Adjusted Collateral Principal Amount is maintained or increased or (2) the Aggregate Principal Balance of the Collateral Loans and Eligible Investments constituting Principal Proceeds is maintained or increased.

"Reinvestment Overcollateralization Test" means a test that applies only during the Reinvestment Period, which test will be satisfied as of any Measurement Date if the Overcollateralization Ratio as of such Measurement Date equals or exceeds 152.35%.

"Reinvestment Period" means the period from and including the Closing Date to and including the earliest of (a) the date that is 30 months after the Closing Date, (b) the date of the acceleration of the maturity of the Loans or the termination of the Commitments pursuant to Section 6.2 and (c) any date on which the Borrower reasonably determines that the Loan Parties can no longer purchase or originate additional Collateral Loans appropriate for inclusion in the Collateral in accordance with the terms of this Agreement (provided that, in the case of this clause (c), an Authorized Officer of the Servicer shall provide a written certification as to such determination to the Agents, the Lenders, the Membership Interest Holders and S&P at least five

Business Days prior to such date); provided, that, (i) the Reinvestment Period may be extended upon written consent of the Administrative Agent and the Majority Lenders (such consent to be given in the Administrative Agent and Majority Lenders' sole discretion) and (ii) the Reinvestment Period will be automatically suspended in accordance with Section 5.43, unless such suspension is waived in writing by the Majority Lenders; provided, further that, for the avoidance of doubt, during any such suspension, the Reinvestment Period shall still be considered ongoing for purposes of the Priority of Payments (unless otherwise terminated on a permanent basis in accordance with the terms of this Agreement).

"Related Contracts" means all credit agreements, indentures, promissory notes, security agreements, leases, financing statements, guaranties, and other contracts, agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral Loan or other obligation of the Borrower, the Subsidiary Guarantor or Eligible Investment or other investment with respect to any Collateral or proceeds thereof, together with all of the Borrower's or the Subsidiary Guarantor's right, title and interest in and to all property or assets securing or otherwise relating to any Collateral Loan or other obligation of the Borrower, the Subsidiary Guarantor or Eligible Investment or other investment with respect to any Collateral or proceeds thereof or any Related Contract.

"Related CP Issuer" means a multi-seller commercial paper conduit that issues commercial paper, the proceeds of which are loaned to or are otherwise the CP Lender's source of funding for the CP Lender's acquisition or maintenance of its funding obligations hereunder.

"Related Obligation" means an obligation issued by (a) FPLF Management, any of its Affiliates or any other Person whose investments are primarily managed by FPLF Management or any of its Affiliates or (b) an entity 25% or more of which is owned by an entity described in the preceding clause (a).

"Relevant Governmental Body" means the (i) with respect to a Benchmark Replacement in respect of Loans denominated in U.S. Dollars, the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York (including, for the avoidance of doubt, the ARRC) or any successor thereto and (ii) with respect to a Benchmark Replacement in respect of Loans denominated in any Alternative 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 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.

"Replacement Servicer" has the meaning specified in Section 13.8(a).

"Replacement Servicer Fee" has the meaning specified in Section 13.5.

"Replacement Servicer Fee Shortfall Amount" means, to the extent the Replacement Servicer Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the Replacement Servicer), the Replacement Servicer Fee due on such Payment Date (or the unpaid portion thereof, as applicable). Such amount shall be automatically deferred for payment on the succeeding Payment Date, with interest at the rate specified in Article XIII of this Agreement, as certified to the Agents by the Replacement Servicer, in accordance with the Priority of Payments.

"Repurchase and Substitution Limit" has the meaning assigned to such term in Section 10.5(a).

"Requested Amount" has the meaning assigned to such term in Section 2.2(a).

"Required S&P Credit Estimate Information" means S&P's "Anatomy of a Credit Estimate: What It Means and How We Do It" dated January 14, 2021 and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.

"Restricted Person" has the meaning assigned to such term in Section 4.24(c).

"Restricted Trading Period" means the period during which the S&P rating of the Loans is one or more subcategories below its Initial Rating or has been withdrawn and not reinstated; provided that (1) such period will not be a Restricted Trading Period (so long as such S&P rating has not been further downgraded, withdrawn or put on watch for potential downgrade) upon the direction of the Majority Lenders, which direction shall remain in effect until the earlier of (i) a further downgrade or withdrawal of such S&P rating that, disregarding such direction, would cause the conditions set forth above to be true and (ii) a subsequent direction to the Borrower (with a copy to the Agents and the Collateral Administrator) by the Majority Lenders declaring the beginning of a Restricted Trading Period; and (2) no Restricted Trading Period will restrict any sale of a Collateral Loan entered into by any Loan Party at a time when a Restricted Trading Period was not in effect, regardless of whether such sale has settled.

"Retained Expense Amount" with respect to any Payment Date means the amount, if any, by which (x) the sum of the amount determined pursuant to the definition of "Administrative Expense Cap" for such Payment Date and each of the three prior Payment Dates exceeds (y) the sum of (i) the aggregate payments made under Section 9.1(a)(i)(B)(1) on such Payment Date and each of the three prior Payment Dates and (ii) Administrative Expenses paid pursuant to Section 8.2(d) during each of the Due Periods prior to each of the three prior Payment Dates.

"Retention Interest" has the meaning as defined in the EU/UK Retention Letter.

"Retention Provider" means the Parent.

"Revised Templates" means such templates as shall be introduced by the European Commission in its proposal to amend the technical standards under Article 7 of the EU Securitisation Regulation in order to introduce new simplified reporting templates for private securitisations to make it easier for sell-side parties from third countries to provide the required information.

"Revolving Borrowings" has the meaning assigned to such term in Section 2.1.

"Revolving Borrowing Date" means the date of a Revolving Borrowing.

"Revolving Collateral Loan" means a Collateral Loan (other than a Delayed Funding Loan) that is a loan (including, without limitation, revolving loans, including funded and unfunded portions of revolving credit lines, unfunded commitments under specific facilities and other similar loans and investments) that by its terms may require one or more future advances to be made to the Obligor by a Loan Party; provided that any such Collateral Loan will be a Revolving Collateral Loan only until all commitments to make advances to the Obligor expire or are terminated or irrevocably reduced to zero.

"Revolving Lender" means, collectively, Class A-R Lenders and the Swingline Lender.

"Revolving Loans" has the meaning assigned to such term in Section 2.1(b).

"S&P" means S&P Ratings Services, an S&P Financial Services LLC business, and any successor thereto.

"S&P Additional Current Pay Criteria" means criteria satisfied with respect to any Collateral Loan (other than a DIP Loan) if either (i) the issuer of such Collateral Loan has made a Distressed Exchange Offer and the Collateral Loan is already held by the Borrower or the Subsidiary Guarantor, as applicable, and is subject to the Distressed Exchange Offer and ranks equal to or higher in priority than the obligation subject to the Distressed Exchange Offer, or (ii) such Collateral Loan has a Market Value of at least 80% of its par value (without taking into consideration clause (iii) of the definition of the term "Market Value").

"S&P CDO Monitor" means the dynamic, analytical computer model developed by S&P used to calculate the default frequency in terms of the amount of debt assumed to default as a percentage of the original principal amount of the Collateral Loans consistent with a specified benchmark rating level based upon certain assumptions (including the Weighted Average S&P Recovery Rate) and S&P's proprietary corporate default studies, as may be amended by S&P from time to time upon notice to the applicable Loan Party, the Administrative Agent and the Collateral Administrator. Inputs for the S&P CDO Monitor will be chosen by the Borrower (with notice to the Collateral Administrator) and associated with either (x) a recovery rate for the Loans from the S&P Recovery Rate Matrix, a "Weighted Average Life Value" from the S&P Weighted Average Life Matrix and a "Weighted Average Floating Spread" from the S&P Weighted Average Floating Spread Matrix or (y) a weighted average recovery rate for the Loans, a weighted average life and a weighted average floating spread selected by the Borrower (with notice to the Collateral Administrator) and confirmed by S&P; provided that the Borrower shall not be permitted to select a spread higher than the current Weighted Average Spread, a recovery rate higher than the current Weighted Average S&P Recovery Rate or a weighted average life shorter than the current Weighted Average Life.

"S&P CDO Monitor Recovery Rate" means the weighted average recovery rate applicable as of any date of determination determined pursuant to clause (x) or (y) of the definition of "S&P CDO Monitor".

"S&P CDO Monitor Test" means a test that shall be satisfied if on any Measurement Date and during the Reinvestment Period following receipt by the applicable Loan Party and the Collateral Administrator of the S&P CDO Monitor input files, if, after giving effect to the purchase of a Collateral Loan, the Default Differential of the Proposed Portfolio with respect to the Loans is positive. The S&P CDO Monitor Test shall be considered to be improved if the Default Differential of the Proposed Portfolio that is not positive is greater than the Default Differential of the Current Portfolio.

"S&P Counterparty Criteria" means with respect to any Participation Interest, a criterion that will be met if immediately after giving effect to such acquisition, the percentage of the Aggregate Principal Balance of the Collateral Loans that consists in the aggregate of Participation Interests with Selling Institutions with the relevant agent bank that have the same or a lower credit rating, does not exceed the "Aggregate Percentage Limit" (in the case of all Selling Institutions) or "Individual Percentage Limit" (in the case of a Selling Institution) set forth below for such credit rating

_______________

** Only for so long as the Selling Institution or agent, as applicable, has an S&P long-term unsecured debt rating of at least A and a short-term unsecured debt rating of at least A-1. If such Selling Institution or agent, as applicable, does not have an S&P short-term unsecured debt rating or has an S&P short-term unsecured debt rating of less than A-1, then the minimum S&P rating for purposes of the S&P Counterparty Criteria will be A+.

*** If the Selling Institution or agent, as applicable, does not have a short-term unsecured debt rating by S&P of at least A-1.

"S&P Industry Classification" means the S&P Industry Classifications set forth in Schedule I, and such industry classifications shall be updated at the sole option of the Borrower if S&P publishes revised industry classifications.

"S&P Minimum Floating Spread" means the weighted average floating spread applicable as of any date of determination determined pursuant to clause (x) or (y) of the definition of "S&P CDO Monitor".

"S&P Rating" means with respect to any Collateral Loan, as of any date of determination, the rating determined in accordance with the following methodology:

(a) with respect to a Collateral Loan that is not a DIP Loan, (i) if there is an issuer credit rating of the issuer of such Collateral Loan by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Loan pursuant to a form of guaranty meeting applicable then-current S&P guarantee criteria, then the S&P Rating will be such rating (regardless of whether there is a published rating by S&P on the Collateral Loans of such issuer held by a Loan Party) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Loan will equal such rating; (B) if there is a senior secured rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory below such rating; and (C) if there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory above such rating;

(b) with respect to any Collateral Loan that is a DIP Loan, the S&P Rating thereof will be the credit rating assigned to such issue by S&P, or if such DIP Loan was assigned a point-in-time rating by S&P that was withdrawn, such withdrawn rating may be used for 12 months after the assignment of such rating (provided that if any such Collateral Loan that is a DIP Loan is newly issued and the Borrower expects an S&P credit rating within 90 days, the S&P Rating of such Collateral Loan shall be "CCC-" until such credit rating is obtained from S&P); or

(c) if the S&P Rating is not determined pursuant to clauses (a) or (b), then the S&P Rating shall be the S&P equivalent of the public rating by Moody's (or any other nationally recognized statistical (or investment) rating organization selected by the Borrower and approved by the Administrative Agent) of such obligation or issuer except that the S&P Rating of such obligation will be (A) one subcategory below the S&P equivalent of such public rating if such public rating is "Baa3" (or its equivalent, with respect to any other nationally recognized statistical (or investment) rating organization) or higher and (B) two subcategories below the S&P equivalent of such public rating if such public rating is "Ba1" (or its equivalent, with respect to any other nationally recognized statistical (or investment) rating organization) or lower; or

(d) if the S&P Rating is not determined pursuant to clauses (a), (b) or (c), the S&P Rating may be based on a Credit Estimate provided by S&P, and in connection therewith, the Borrower or the issuer of such Collateral Loan shall, prior to or within 30 days after the acquisition of such Collateral Loan, apply (and concurrently submit all available Required S&P Credit Estimate Information in respect of such application) to S&P for a Credit Estimate which will be its S&P Rating; provided that, until the receipt from S&P of such estimate, such Collateral Loan will have an S&P Rating as determined by the Borrower in its sole discretion if the Borrower certifies to the Administrative Agent that it believes that such S&P Rating determined by the Borrower is commercially reasonable and will be at least equal to such rating; provided, further, that if such Required S&P Credit Estimate Information is not submitted within such 30-day period,

then, pending receipt from S&P of such estimate, the Collateral Loan will have (1) the S&P Rating as determined by the Borrower for a period of up to 90 days after acquisition of such Collateral Loan and (2) an S&P Rating of "CCC-" following such 90 day period; unless, during such 90 day period, the Borrower has requested the extension of such period and S&P, in its sole discretion, has granted such request; provided, further, that such confirmed or updated Credit Estimate will expire on the 12-month anniversary of such confirmation or update, unless confirmed or updated prior thereto; and

(e) if the S&P Rating is not determined pursuant to clauses (a), (b), (c) or (d), (I)(x) with respect to a DIP Loan, the S&P Rating of such Collateral Loan will be "CCC-" and (y) with respect to a Current Pay Obligation, the S&P Rating will be "CCC", and (II) with respect to a Collateral Loan that is not a DIP Loan or a Current Pay Obligation, the S&P Rating of such Collateral Loan will at the election of the Borrower be "CCC-"; provided that (i) the Borrower expects the Obligor in respect of such Collateral Loan to continue to meet its payment obligations under such Collateral Loan, (ii) neither such Obligor or any of its Affiliates is currently in reorganization or bankruptcy (for this purpose, an Obligor shall not be considered an Affiliate of another entity solely because they are controlled by the same Financial Sponsor), (iii) such Obligor has not defaulted on any of its debts during the immediately preceding two year period and (iv) at any time that more than 10% of the Total Capitalization consists of Collateral Loans with S&P Ratings determined pursuant to this clause (e), the Borrower will submit all available Required S&P Credit Estimate Information in respect of such Collateral Loans to S&P;

provided that for purposes of the determination of the S&P Rating, (x) if the applicable rating assigned by S&P to an obligor or its obligations is on "credit watch positive" by S&P, such rating will be treated as being one subcategory above such assigned rating and (y) if the applicable rating assigned by S&P to an obligor or its obligations is on "credit watch negative" by S&P, such rating will be treated as being one subcategory below such assigned rating.

"S&P Rating Effective Date" means, the initial date on which S&P provides, at the direction of the Borrower, a rating for the Loans in accordance with Section 5.43.

"S&P Rating Factor" means, for each Collateral Loan, the number set forth to the right of the applicable S&P Rating of such Collateral Loan:

"S&P Recovery Amount" means with respect to any Collateral Loan, an amount equal to the product of:

(f) the S&P Recovery Rate; and

(g) the Principal Balance of such Collateral Loan.

"S&P Recovery Rate Matrix" means the S&P Recovery Rate Matrix set forth on Schedule F.

"S&P Recovery Rate" means with respect to a Collateral Loan, the recovery rate determined in the manner set forth in Schedule E hereto.

"S&P Recovery Rating" means with respect to a Collateral Loan for which an S&P Recovery Rate is being determined, the "Recovery Rating" assigned by S&P to such Collateral Loan.

"S&P Weighted Average Floating Spread Matrix": A spread between 2.00% and 6.00% (in increments of .01%) without exceeding the current Weighted Average Spread (determined as if all Discount Loans instead constituted Collateral Loans that are not Discount Loans) as of such Measurement Date.

"S&P Weighted Average Life Matrix" means the S&P Weighted Average Life Matrix set forth on Schedule G.

"S&P Weighted Average Rating Factor" means the quotient equal to 'A divided by B', where:

A = the sum of the products, for all Collateral Loans (excluding Defaulted Loans) of (i) the Principal Balance of the Collateral Loans and (ii) the S&P Rating Factor of the Collateral Loan; and

B = the Aggregate Principal Balance of all Collateral Loans (excluding Defaulted Loans).

"Sale Agreement" means (i) the Master Sale and Participation Agreement, dated as of the Closing Date, between the Parent, as seller, the Borrower, as buyer and each Parent SPV Subsidiary that may be joined to such agreement as a seller from time to time in accordance with the terms thereof and (ii) the Master Sale and Participation Agreement, dated as of the Closing Date, between the Parent, as seller, the Subsidiary Guarantor, as buyer and each Parent SPV Subsidiary that may be joined to such agreement as a seller from time to time in accordance with the terms thereof, each as amended, restated, supplemented or otherwise modified from time to time.

"Sanctions" means sanctions administered or enforced by the United States, (including without limitation OFAC), the U.S. Department of State, the European Union, Canada, the United Nations Security Council, the United Kingdom (including without limitation His Majesty's Treasury), or any other relevant sanctions authority.

"Scenario Default Rate" means, with respect to the Loans at any time, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable, consistent with S&P's Initial Rating of the Loans, determined by application by the Borrower and the Collateral Administrator of the S&P CDO Monitor at such time.

"Scheduled Distribution" means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or interest and/or fee due on such Due Date with respect to such Collateral Loan, determined in accordance with the assumptions specified in Section 1.3.

"Scotiabank" means The Bank of Nova Scotia.

"Second Lien Loan" means any assignment of or Participation Interest in or other interest in a loan that (i) is secured by a valid second priority perfected security interest or lien to or on specified collateral securing the Obligor's obligations under the loan, which security interest or lien is not subordinate to the security interest or lien securing any other debt for borrowed money other than a Senior Secured Loan on such specified collateral, and (ii) has the most senior priority of all pre-petition obligations for borrowed money (including on a pari passu basis with other senior obligations of the Obligor for borrowed money), other than obligations under any Senior Secured Loan, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings.

"Secured Obligations" means all obligations, liabilities and Indebtedness of every nature of the Loan Parties (collectively and individually), from time to time owing to the Agents, the Interest Hedge Counterparties, the Lenders and the other Secured Parties, under or in connection with this Agreement and the other Loan Documents, including, without limitation, (a) the unpaid principal amount of, and interest on (including interest which, but for the commencement of an insolvency, reorganization or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to such Loan Party’s (or the Loan Parties’) assets, would have accrued on any Secured Obligation, whether or not a claim is allowed against such Loan Party or the Loan Parties for such interest in any such case or proceeding), all Loans then outstanding, and (b) all

fees, expenses, indemnity payments and other amounts owed to any Secured Party pursuant to this Agreement and the other Loan Documents, in each case, whether or not then due and payable.

"Secured Parties" means, collectively, the Agents, the Collateral Administrator, the Custodian and the Lenders.

"Securities Lending Agreement" means an agreement pursuant to which a Loan Party agrees to loan any securities lending counterparty one or more assets and such securities lending counterparty agrees to post collateral with the Collateral Agent or a securities intermediary to secure its obligation to return such assets to such Loan Party.

"Securitisation Regulations" means, together, the EU Securitisation Regulation and the UK Securitisation Regulation (each, as applicable, a "Securitisation Regulation").

"Seller" means the Parent and each other Person that executes a joinder agreement and becomes a "Seller" under a Sale Agreement pursuant to the terms thereof (together with each of their respective successors and assigns in such capacity).

"Selling Institution" means an entity obligated to make payments to a Loan Party under the terms of a Participation Interest.

"Senior Authorized Officer" means, with respect to any Person, any officer of such Person that is a chief executive officer, chief operating officer, director, chief credit officer, credit committee member, executive vice president or president (or, in each case, any other officer with a position analogous to those identified above and in the case of any limited liability company, any manager) or any other officer responsible for the administration of the Collateral or the performance of such Person's obligations under the Loan Documents.

"Senior Secured Loan" means any assignment of, Participation Interest in or other interest in a loan (which shall include, except as otherwise explicitly stated herein, a First Lien Last-Out Loan) that (i) is secured by a first priority perfected security interest or lien on specified collateral (subject to customary exemptions for Permitted Liens, including, without limitation, any tax liens) and (ii) has the most senior priority of all pre-petition obligations for borrowed money (including on a pari passu basis with other senior obligations of the Obligor for borrowed money) in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings.

"Servicer" means FPLF NS Holdings Finance CM LLC, a limited liability company organized under the laws of the State of Delaware, or any successor or assign in such capacity in accordance with this Agreement and the other Loan Documents.

"Servicer Termination Event" means the occurrence of any of the following with respect to the Servicer:

(a) the Servicer shall willfully and intentionally violate or breach any material provision of this Agreement applicable to it (not including a willful and intentional breach

that results from a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions);

(b) the Servicer shall breach any provision of this Agreement o applicable to it (other than as covered by clause (a) and it being understood that failure to meet any Concentration Limitation, Collateral Quality Test, Coverage Test or Reinvestment Overcollateralization Test is not a breach for purposes of this clause (b)), which breach would reasonably be expected to have a material adverse effect on any Class of Lenders and shall not cure such breach (if capable of being cured) within thirty (30) days after the earlier to occur of a Responsible Officer of the Servicer receiving notice or having actual knowledge of such breach, unless, if such breach is remediable, the Servicer has taken action commencing the cure thereof within such thirty (30) day period that the Servicer believes in good faith will remedy such breach within sixty (60) days after the earlier to occur of a Responsible Officer receiving notice or having actual knowledge thereof and cures such breach within such sixty (60) day period;

(c) the failure of any representation, warranty, certification or statement made or delivered by the Servicer in or pursuant to this Agreement to be correct in any material respect when made which failure (A) would reasonably be expected to have a material adverse effect on any Class of Lenders and (B) is not corrected by the Servicer within thirty (30) days of a Responsible Officer of the Servicer receiving notice of such failure, unless, if such failure is remediable, the Servicer has taken action commencing the cure thereof within such thirty (30) day period that the Servicer believes in good faith will remedy such failure within sixty (60) days after the earlier to occur of a Responsible Officer receiving notice thereof or having actual knowledge thereof and cures such breach within such sixty (60) day period;

(d) the Servicer is wound up or dissolved or there is appointed over it or a substantial part of its assets a receiver, administrator, administrative receiver, trustee or similar officer; or the Servicer (A) ceases to be able to, or admits in writing its inability to, pay its debts as they become due and payable, or makes a general assignment for the benefit of, or enters into any composition or arrangement with, its creditors generally; (B) applies for or consents (by admission of material allegations of a petition or otherwise) to the appointment of a receiver, trustee, assignee, custodian, liquidator or sequestrator (or other similar official) of the Servicer or of any substantial part of its properties or assets in connection with any winding-up, liquidation, reorganization or other relief under any bankruptcy, insolvency, receivership or similar law, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Servicer and continue undismissed for sixty (60) days; (C) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, winding-up, reorganization, arrangement, readjustment of debt, insolvency, dissolution, or similar law, or authorizes such application or consent, or proceedings to such end are instituted against the Servicer without such authorization, application or consent and are approved as properly instituted and remain undismissed for sixty (60) days or result in adjudication of bankruptcy or insolvency or the issuance of an

order for relief; or (D) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order (if contested in good faith) remains undismissed for sixty (60) days;

(e) the occurrence and continuation of an Event of Default pursuant to Section 6.1(a), (b), (c) or (d) that results primarily from any material breach by the Servicer of its duties under this Agreement which breach or default is not cured within any applicable cure period;

(f) (A) the occurrence of an act by the Servicer that constitutes fraud or criminal activity in the performance of its obligations under this Agreement (as determined pursuant to a final adjudication by a court of competent jurisdiction) or the Servicer being indicted for a criminal offense materially related to its business of providing asset management services, or (B) any Key Personnel of the Servicer primarily responsible for the performance by the Servicer of its obligations under this Agreement (in the performance of his or her investment management duties) is indicted for a criminal offense materially related to the business of the Servicer providing asset management services and continues to have responsibility for the performance by the Servicer under this Agreement for a period of ten (10) days after such indictment;

(g) one or more judgments or decrees shall be entered against the Servicer involving in the aggregate a liability of $1,000,000 or more in excess of the amounts paid or fully covered by insurance and the same shall not have been vacated, satisfied, undischarged, stayed or bonded pending appeal within 10 days from the entry thereof; or

(h) the occurrence of any event that results in (A) Parent (or any other fund managed by Fortress Investment Group LLC or an Affiliate thereof) no longer holding, directly or indirectly, 100% of the Membership Interest in the Borrower or (B) any other Equity Interests of the Borrower being transferred or issued at any time after the Closing Date, except for transfers of such Equity Interests to a trust or special purpose entity or for other administrative reasons specified by Parent, which transfer or issuance does not result in an economic change, and except for transfers of Membership Interests to the Investors.

"Servicer Termination Notice" has the meaning specified in Section 13.8(a).

"Services Agreement" means the Services Agreement, dated as of the Closing Date, between the Servicer and the Services Provider, as amended, restated, replaced or otherwise modified from time to time.

"Services Provider" means FPLF Management, or any successor in such capacity.

"Servicing Standard" means, with respect to any Loan, to service and administer such Loan on behalf of the Loan Parties in accordance with the Related Contracts and all customary and usual servicing practices which are consistent with the higher of: (i) the customary and usual servicing practices that a prudent loan investor or lender would use in servicing loans like the Loans for its own account and (ii) the same care, skill, prudence and diligence with which the

Servicer and the Services Provider service and administer loans for their own account or for the account of others.

"SIFMA Website" means the internet website of the Securities Industry and Financial Markets Association, currently located at https://www.sifma.org/resources/general/holiday-schedule, or such successor website as identified by the Servicer to the Collateral Agent.

"Similar Law" means any federal, state, local or non-U.S. laws or regulations that are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

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

"SOFR Loans" means Loans accruing interest at an Applicable Rate based upon the Benchmark.

"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.

"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.

"SONIA Determination Day" has the meaning assigned to such term in the definition of "Daily Simple SONIA."

"SONIA Rate Day" has the meaning assigned to such term in the definition of "Daily Simple SONIA."

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

(a) the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of Daily Simple SONIA (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of Daily Simple SONIA (or such component thereof); or

(b) the first date on which Daily Simple SONIA (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of Daily Simple SONIA (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the

most recent statement or publication and even if any Available Tenor of Daily Simple SONIA (or such component thereof) continues to be provided on such date.

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

"Specified Amendment" means, with respect to any Collateral Loan, any amendment, waiver or modification which would:

(a) modify the amortization schedule with respect to such Collateral Loan in a manner that (i) reduces the U.S. Dollar amount of any Scheduled Distribution by more than the greater of (x) 25% and (y) $250,000, (ii) postpones any Scheduled Distribution by more than two payment periods or (iii) causes the Weighted Average Life of the applicable Collateral Loan to increase by more than 25%;

(b) reduce or increase the cash interest rate payable by the Obligor thereunder by more than 100 basis points (excluding any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Loan or as a result of an increase in the interest rate index for any reason other than such amendment, waiver or modification);

(c) extend the stated maturity date of such Collateral Loan by more than 24 months;

(d) contractually or structurally subordinate such Collateral Loan by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the underlying collateral securing such Collateral Loan;

(e) release any party from its obligations under such Collateral Loan, if such release would have a material adverse effect on the Collateral Loan; or

(f) reduce the principal amount of the applicable Collateral Loan.

"Specified Change" means any amendment, consent, modification or waiver of, or supplement to, any Related Contract that (a) extends the final maturity of a Collateral Loan beyond the Stated Maturity, (b) reduces or forgives the principal amount of a Collateral Loan (other than a Defaulted Loan that has been a Defaulted Loan for one year or more), (c) reduces the rate of interest payable on a Collateral Loan by more than 25% for a Credit Risk Loan or a Defaulted Loan and more than 50% for other Collateral Loans, (d) postpones the Due Date of any Scheduled Distribution in respect of a Collateral Loan, unless the Maximum Weighted Average Life Test is

satisfied after giving effect to such change, (e) subordinates (in right of payment, with respect to liquidation preferences or otherwise) a Collateral Loan if such subordination causes any of the Concentration Limitations, the Coverage Tests or the Collateral Quality Test to cease to be in compliance (or, if any of the Concentration Limitations, the Coverage Tests or the Collateral Quality Test are not satisfied prior to such subordination, causes any such Concentration Limitations, Coverage Test or Collateral Quality Test to be worsened), (f) releases any material guarantor or co-Obligor of a Collateral Loan from its obligations, (g) releases a material portion of the collateral securing such Collateral Loan (excluding Defaulted Loans and any such releases associated with a prepayment) or (h) changes any of the provisions of such Related Contract specifying the number or percentage of lenders required to effect any of the foregoing.

"Specified Non-Paying Loan" means any Collateral Loan, determined by the Borrower or the Servicer, that (x) is the subject of a currently existing and effective amendment, forbearance agreement, no-action agreement or non-enforcement agreement and (y) would constitute a Defaulted Loan were the agreement or agreements specified in the foregoing clause (x) not in existence and effect.

"Spot Rate" means, as of any date of determination and with respect to any Alternative Currency, (x) with respect to actual currency exchange between U.S. Dollars and any Alternative Currency and the calculations made pursuant to Section 1.6(b), the applicable currency-U.S. Dollar rate available through the Collateral Agent's banking facilities at the time of such exchange or calculation and agreed by the Administrative Agent and (y) with respect to all other purposes between U.S. Dollars and any Alternative Currency, the applicable currency-U.S. Dollars spot rate that appeared on the BFIX page of Bloomberg Professional Service (or any successor thereto) (or such other recognized service or publication used by the Administrative Agent for purposes of determining currency spot rates in the ordinary course of its business from time to time) for such currency at 5:00 p.m. New York City time on the immediately preceding Business Day, as determined by the Collateral Agent and agreed by the Administrative Agent. The determination of the Spot Rate shall be conclusive absent manifest error.

"SPV Subsidiary" has the meaning assigned to such term in Section 4.18(a).

"Stated Maturity" means November 7, 2034.

"Step-Down Loan" means an obligation the Related Contracts of which contractually mandate a decrease in coupon payments or spread solely as a function of the passage of time; provided that, an obligation providing for payment of a constant rate of interest or in the spread over the applicable index or benchmark rate at all times after the date of acquisition by the applicable Loan Party shall not constitute a Step-Down Loan. For the avoidance of doubt, decreases that are conditioned upon an improvement in the creditworthiness of the Obligor or changes in a pricing grid or based on improvements in financial ratios or other similar coupon or spread-reset features shall not be considered in determining whether an obligation is a Step-Down Loan.

"Step-Up Loan" means an obligation the Related Contracts of which contractually mandate an increase in coupon payments or spread solely as a function of the passage of time; provided that, an obligation providing for payment of a constant rate of interest or in the spread

over the applicable index or benchmark rate at all times after the date of acquisition by the applicable Loan Party shall not constitute a Step-Up Loan. For the avoidance of doubt, increases that are based upon a deterioration in the creditworthiness of the Obligor or changes in a pricing grid or based on deterioration in financial ratios or other similar coupon or spread-reset features shall not be considered in determining whether an obligation is a Step-Up Loan.

"Structured Finance Obligation" means an obligation (a) issued by a special purpose vehicle, (b) secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any Obligor, including collateralized debt obligations and mortgage-backed securities, and (c) the owner of such obligation has no recourse to any material guarantor, collateral (other than collateral owned by such special purpose vehicle) or other credit support; provided, for the avoidance of doubt, that the presence of any monoline guaranty or other third party credit enhancement provider will not be considered "recourse" under this clause (c).

"Stub Period" means the period from and including each Calculation Date to but excluding the related Immediate Payment Date.

"Subordinated Debt" means a loan of any corporation, partnership, trust or other business entity which is (whether by its terms or otherwise) subordinate in right of payment or lien priority to any First Lien Last-Out Loan, Second Lien Loan or unsecured loan of the Obligor under such loan.

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

"Subsidiary Guarantor" means FPLF NS Holdings Finance DAC, an Irish designated activity company incorporated under the laws of Ireland, with company number 799873 and having its registered office at 32 Molesworth Street Dublin 2, Ireland.

"Subsidiary Guaranty" means the Guaranty, dated as of the Closing Date, made by the Subsidiary Guarantor in favor of the Administrative Agent for the benefit of the Lenders, as amended, restated, supplemented or otherwise modified from time to time.

"Substitute Collateral Loan" has the meaning assigned to such term in Section 10.5(a).

"Substitution Event" has the meaning assigned to such term in Section 10.5(a).

"Supported QFC" has the meaning specified in Section 12.21.

"Swingline Borrowing" has the meaning assigned to such term in Section 2.1.

"Swingline Facility End Date" has the meaning assigned to such term in Section 2.1(b).

"Swingline Lender" means The Bank of Nova Scotia, in its capacity as lender of Swingline Loans hereunder, and its successors and assigns.

"Swingline Loan" has the meaning assigned to such term in Section 2.1(b).

"Swingline Refinancing Date" has the meaning assigned to such term in Section 2.2(c).

"Swingline Refinancing Loans" has the meaning assigned to such term in Section 2.2(c).

"Syndicated Borrowing" means a Borrowing of Syndicated Loans hereunder.

"Syndicated Loan" means each Class A-R Loan and each Class A-T Loan.

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

"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.

"TARGET2 Settlement Date" means any day on which TARGET2 is open for the settlement of payments in Euros.

"Tax Advantaged Jurisdiction" means (a) each of the Bahamas, Bermuda, the British Virgin Islands, the Cayman Islands, the Channel Islands, Jersey, Singapore or the U.S. Virgin Islands or (b) with the consent of the Administrative Agent (such consent not to be unreasonably withheld) and upon satisfaction of the Rating Condition with respect to the treatment of another jurisdiction as a Tax Advantaged Jurisdiction, such other jurisdiction; provided that, in each case, such jurisdiction has a foreign currency issuer credit rating that is, at the time the applicable Loan Party commits to acquire the relevant Collateral Loan, at least "AA" by S&P; provided further that, (1) with respect to any applicable Obligor that is organized or incorporated in such jurisdiction, in the Borrower's good faith estimate, a substantial portion of the operations of such Obligor is located in, or a substantial portion of such Obligor's revenue or value is derived from, in each case directly and not through any subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Borrower to be the source of the majority of revenues, if any, of such Obligor), the United States or a Group Country, or (2) (x) such Obligor's payment obligations in respect of such Collateral Loan are guaranteed by an entity that is organized in the United States or a Group Country and the related Collateral Loan is supported by United States or applicable Group Country revenue sufficient to service such Collateral Loan and all obligations senior to or pari passu with such Collateral Loan and (y) such guarantee satisfies the then-current S&P domicile guarantee criteria; provided further that if such operations are located in, or revenues are derived from, a Group Country, then, for purposes of calculating the Concentration Limitations, the applicable Collateral Loan shall be included in clause (a) thereof.