AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

BARINGS BDC SENIOR FUNDING I, LLC

Dated and effective as of August 3, 2018

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
BARINGS BDC SENIOR FUNDING I, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) of Barings BDC Senior Funding I, LLC, a Delaware limited liability company (the “ Company ”), is dated and effective as of August 3, 2018, by Barings BDC Finance I, LLC, a Delaware limited liability company, in its capacity as the sole member of the Company (the “ Initial Member ”) Barings LLC, as the Designated Manager and Donald J. Puglisi, as the Independent Manager.

WHEREAS, the Company was formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq .), as amended from time to time (the “ LLC Act ”), by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on July 3, 2018, and a Limited Liability Company Agreement was entered into by the Member as of July 3, 2018 (the “ Original Agreement ”); and

WHEREAS, the Designated Manager desires to amend and restate the terms of the Original Agreement in its entirety as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Initial Member, the Designated Manager and the Independent Manager, intending to be legally bound, now desire to, and do hereby, agree as follows:

ARTICLE I
GENERAL PROVISIONS

Section 1.1.      Definitions; Interpretation .

(a)      Unless defined in this Section 1.1(a) or otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them, as applicable, in the Credit Agreement, dated as of August 3, 2018 (the “ Credit Agreement ”) by and among the Company as the Borrower, Bank of America, N.A. as Administrative Agent, and each of the Lenders party thereto from time to time.

“ Accounting Period ” means any period that begins on the date hereof or at the opening of business on the day following the end of a previous Accounting Period and ends at the close of business on the earlier of the next Adjustment Date, the end of a Fiscal Year and the date on which the Company is terminated.

“ Adjustment Date ” means (i) each day immediately prior to the day on which an additional Member is admitted to the Company as a Member and (ii) any other date reasonably

believed by the Designated Manager to be appropriate so as to properly reflect the economic relationship among the Members.

“ Affiliate ” means, with respect to a 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, employee or general partner (i) of such Person, (ii) of any subsidiary or parent company of such Person or (iii) of any Person described in clause (a) of this sentence. For the purposes of this definition, control of a Person means the power, direct or indirect, (x) to vote more than 50% of the securities having ordinary voting power for the election of directors of such Person or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Agreement ” has the meaning set forth in the first paragraph hereof.

“ Bankruptcy ” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days have elapsed after the commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, and such proceeding has not been dismissed, or if 90 days have elapsed after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “ Bankruptcy ” is intended to replace and shall supersede and replace the definition of “ Bankruptcy ” set forth in Sections 18-101(1) and 18-304 of the LLC Act.

“ Book Value ” means, with respect to any Company asset as of any date, such Company asset’s adjusted basis for Federal income tax purposes as of such date, except as follows: (i) on each Adjustment Date, the Book Value of each Company asset shall be adjusted to equal its Value on such Adjustment Date; and (ii) if the Book Value of a Company asset has been determined under clause (i) above, such Book Value shall thereafter be adjusted by the depreciation, cost recovery and amortization attributable to such Company asset assuming that the adjusted basis of such Company asset was equal to its Book Value determined under the methodology described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

“ Capital Account ” means with respect to each Member the account established and maintained for such Member on the books of the Company in compliance with Treasury Regulation Sections 1.704-1(b)(2)(iv) and 1.704-2. Subject to the preceding sentence, each Member’s Capital Account balance shall initially equal the amount of cash and/or Value of property contributed by such Member, which initial Capital Account balance is set forth opposite such Member’s name under the heading “ Initial Capital Account Balance ” on Schedule A hereto.

Throughout the term of the Company, each Capital Account will be (i) increased by the amount of (A) income and gains allocated to such Capital Account pursuant to Article III and (B) any cash and/or Value of property subsequently contributed to such Capital Account, and (ii) decreased by the amount of (A) losses and deductions allocated to such Capital Account pursuant to Article III and (B) cash and the Value of any other property distributed or transferred from such Capital Account.

“ Cause ” for purposes of determining “Cause” with respect to the removal of an Independent Manager, such term will mean any one of the following events:

(i)    willful violation or willful breach by an Independent Manager of, or the taking of any action by an Independent Manager that it knows violates or breaches, any provision of this Agreement applicable to it that, either individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the Company;

(ii)    the occurrence of an act by an Independent Manager that constitutes fraud or criminal activity in the performance of its duties under this Agreement, or an Independent Manager being indicted for, or convicted of, a criminal offense;

(iii)    gross negligence, bad faith or willful misconduct by an Independent Manager in the performance of its duties under this Agreement;

(iv)    failure to meet the requirements set forth in the definition of “Independent Manager” in this Agreement; or

(v)    the Company’s full satisfaction and repayment of all Obligations, and acknowledgement of the same by the Administrative Agent.

“ Certificate of Formation ” has the meaning set forth in Section 1.2 hereof.

“ Code ” has the meaning set forth in Section 3.1 hereof.

“ Company ” has the meaning set forth in the first paragraph hereof.

“ Designated Manager ” means the Manager designated as such by the Majority Members from time to time or as provided in Section 6.1 hereof for any period in which no such designation has been made. The initial Designated Manager is Barings LLC, a Delaware limited liability company.

“ Fiscal Year ” means the taxable year utilized by the Company for federal income tax reporting purposes, which shall be the calendar year (or a period of less than the full calendar year in the case of the Company’s formation or termination), unless a different period is required by law.

“ Independent Manager ” means an individual who has prior experience as an independent director, independent manager or independent member and who is provided by CT Corporation, Corporation Service Company, Puglisi & Associates, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation

or, if none of those companies is then providing professional Independent Managers, another nationally-recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Company and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and for the five-year period prior to such individual’s appointment as Independent Manager has not been, and will not while serving as Independent Manager be, any of the following:

(a)    a member, partner, equityholder, manager, director, officer or employee of the Company, any Member, or any of their respective equityholders or Affiliates (other than as an Independent Manager of a Member, the Company or an Affiliate of the Company or a Member or any special purpose vehicle that is required by a creditor to be a single purpose bankruptcy remote entity; provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or managers in the ordinary course of its business);

(b)    a creditor, supplier or service provider (including provider of professional services) to the Company, a Member, or any of their respective equityholders or Affiliates (other than as an employee of a nationally-recognized company that routinely provides professional Independent Managers and other corporate services to the Company, a Member or any of their respective Affiliates in the ordinary course of its business);

(c)    a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(d)    a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.

For purposes of this definition, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships and any person sharing the Independent Manager’s household (other than a tenant or employee).

“ Initial Member ” has the meaning set forth in the first paragraph hereof.

“ Institutional Accredited Investor ” means any Person meeting the requirements of Rule 501 (a)(1) - (3) or (7) of Regulation D under the Securities Act.

“ LLC Act ” has the meaning set forth in the second paragraph hereof.

“ Credit Agreement ” has the meaning set forth in the first paragraph of this Section 1.1(a) hereof.

“ Majority Members ” means Members having Percentage Interests aggregating more than 50% of the aggregate Percentage Interests in the Company.

“ Manager ” has the meaning set forth in Section 6.1(a) .

“ Material Action ” has the meaning set forth in Section 1.8 .

“ Member ” means Barings BDC Finance I, LLC, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided that the term “ Member ” shall not include any Special Member.

“ Membership Unit ” has the meaning set forth in Section 5.1(a) .

“ Membership Units Transfer Certificate ” means a transfer certificate acceptable to the Designated Manager executed by the proposed transferee of a Membership Unit and delivered to the Designated Manager in accordance with Section 5.4(b) hereof.

“ Net Income ” and “ Net Loss ”, respectively, for any period means the income or loss of the Company for such period as determined in accordance with the method of accounting followed by the Company for Federal income tax purposes, including, for all purposes, any income exempt from tax and any expenditures of the Company which are described in Code Section 705(a)(2)(B); provided that in determining Net Income and Net Loss and every item entering into the computation thereof, solely for the purpose of adjusting the Capital Accounts of the Members (and not for tax purposes), (i) any income, gain, loss or deduction attributable to the taxable disposition of any Company asset shall be computed as if the adjusted basis of such Company asset on the date of such disposition equaled its Book Value as of such date, (ii) if any Company asset is distributed in-kind to a Member, the difference between its Value and its Book Value at the time of such distribution shall be treated as gain or loss, (iii) any depreciation, cost recovery and amortization as to any Company asset shall be computed by assuming that the adjusted basis of such Company asset equaled its book value determined under the methodology described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g)(3) and (iv) as to any Company asset held by the Company on an Adjustment Date the difference between such Company asset’s Book Value on such Adjustment Date and its Book Value immediately prior to such Adjustment Date shall be treated as gain or loss, as appropriate; provided, further, that any item (computed with the adjustments in the preceding proviso) allocated under Section 3.3 shall be excluded from the computation of Net Income and Net Loss.

“ Non-Qualified Person ” means a person who is not a Qualified Person.

“ Officers ” has the meaning set forth in Section 6.10 .

“ Percentage Interest ” with respect to each Member, as of any time of determination, means a fraction, expressed as a percentage, the numerator of which is the Capital Account balance of such Member, and the denominator of which is the aggregate Capital Account balances of all Members.

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

“ Qualified Person ” means a Person who is an Institutional Accredited Investor and a Qualified Purchaser.

“ Qualified Purchaser ” means a Person who qualifies as a “ qualified purchaser ” within the meaning of Section 2(a)(51) of the Investment Company Act or as a “ knowledgeable employee ” as defined in Rule 3c-5 under the Investment Company Act.

“ Special Member ” has the meaning set forth in Section 4.2(b) hereof.

“ Transaction Documents ” mean, collectively, the Credit Agreement, the Security Agreement, the Collateral Administration Agreement, each Assignment and Assumption, the Investment Management Agreement, each Note and the Fee Letter.

“ Value ” of any non-cash capital contribution made by a Member to the Company or of any asset of the Company, as the case may be, as of any date, means the fair market value of such asset as determined by the Designated Manager in good faith. Any determination of the Value or of the fair market value of any such non-cash capital contribution or of any such asset of the Company made in good faith by the Designated Manager shall be binding on the Members for all purposes of this Agreement.

(b)      Unless a contrary intention appears in this Agreement:

(i)      the singular number includes the plural number and vice versa;

(ii)      reference to any Person includes such Person’s successors and assigns but, if applicable in the context of a particular Transaction Document, only if such successors and assigns are permitted thereunder;

(iii)      reference to any gender includes each other gender;

(iv)      reference to day or days without further qualification means calendar days;

(v)      reference to any agreement (including this Agreement or any Transaction Document), document or instrument means such agreement, document or instrument, together with all schedules, exhibits and annexes thereto, in each case as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement or the other Transaction Documents;

(vi)      reference to any applicable law means such applicable law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any applicable law means that provision of such applicable law from time to time in effect including those constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(vii)      the words “ hereof, ” “ herein, ” “ hereunder ” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(viii)      Section, Schedule, Exhibit, Annex and Attachment references contained in this Agreement are references to Sections, Schedules, Exhibits, Annexes and Attachments in or to this Agreement unless otherwise specified; and

(ix)      the term “including” shall mean “including without limitation.”

Section 1.2.      Name . The name of the Company is “ Barings BDC Senior Funding I, LLC ”. The name of the Company may be changed from time to time by the Designated Manager with the prior written consent of the Majority Members and the filing of an appropriate amendment to the certificate of formation of the Company with the Secretary of State of the State of Delaware (the “ Certificate of Formation ”) as required by the LLC Act.

Section 1.3.      Registered Agent and Office; Other Offices; Filings and Qualifications .

(a)      The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808 . The Designated Manager may change the registered agent and registered office of the Company from time to time to another registered agent and registered office in the State of Delaware.

(b)      The Company’s principal office is located at 251 Little Falls Drive, Wilmington, DE 19808 . The Company may move its principal office, and may have other offices, at any place or places within or outside the State of Delaware as determined from time to time by the Designated Manager, subject to compliance by the Company with the applicable requirements of the Credit Agreement.

Section 1.4.      Term . The Company was formed and commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware. The Company shall have a perpetual term until dissolved as provided herein. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the LLC Act.

Section 1.5.      Purpose; Powers .

(a)      The sole purpose to be conducted or promoted by the Company is to engage in the following activities: (i) the acquisition of Eligible Collateral Assets and the ownership and management of the Collateral and the related assets in the Collateral; (ii) the sale, transfer or other disposition of Collateral as and when permitted under the Transaction Documents; (iii) entering into and performing under the Transaction Documents; (iv) consenting or withholding consent as to proposed amendments, waivers and other modifications of the underlying instruments relating to the Eligible Collateral Assets to the extent not in conflict with the terms of this Agreement or

any other Transaction Document; (v) exercising any rights (including but not limited to voting rights and rights arising in connection with a bankruptcy event with respect to an obligor or the consensual or non-judicial restructuring of the debt or equity of an obligor) or remedies in connection with the Collateral Assets and participating in the committees (official or otherwise) or other groups formed by creditors of an obligor to the extent not in conflict with the terms of this Agreement or any other Transaction Document; and (vi) engaging in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

(b)      The Company, by or through the Designated Manager on behalf of the Company, may enter into, perform and from time to time amend (except as otherwise expressly required in this Agreement or in the Transaction Documents), the Transaction Documents and all documents, agreements, certificates or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the LLC Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Designated Manager to enter into other agreements on behalf of the Company.

Section 1.6.      Limited Liability Company Agreement; Certificate of Formation .

This Agreement shall constitute a “ limited liability company agreement ” within the meaning of the LLC Act. James Davis, as an authorized person within the meaning of the LLC Act, has caused a certificate of formation of the Company to be executed and filed in the office of the Secretary of State of the State of Delaware on July 3, 2018. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his/her powers as an “ authorized person ” ceased, and the Designated Manager thereupon became a designated “ authorized person ” and shall continue as a designated “ authorized person ” within the meaning of the LLC Act. The Designated Manager on behalf of the Company shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company’s operations so require.

Section 1.7.      Separate Existence . Except for financial reporting purposes (to the extent consolidated reports including the Company are required by generally accepted accounting principles) and for federal income tax purposes if required by the Code and regulations thereunder, and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Members and the Managers shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Members, Affiliates of the Members or any other Person, and that the Company is not a division of any of the Members, Affiliates of the Company or any other Person. In that regard, so long as any Obligations are outstanding, except as otherwise permitted or required under the Transaction Documents, the Company:

(a)      shall (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Initial Member and any other Person; (iv) to the extent the Company is managed by a board of directors, have a board of directors separate from that of

the Initial Member and any other Person; (v) file its own tax returns, if any, as may be required under applicable laws, to the extent it is (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a disregarded entity or division for tax purposes of another taxpayer, and pay any Taxes so required to be paid under applicable law in accordance with the terms of this Agreement and the Transaction Documents; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements, except to the extent that the Company’s financial and operating results are consolidated with those of the Initial Member in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with the Initial Member and the Company’s other Affiliates; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks; (xv) except as expressly permitted by this Agreement and the Transaction Documents, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) not acquire the obligations or any securities of its Affiliates; and (xix) cause the directors, officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; and

(b)      shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents and arising in connection with ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Transaction Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those Collateral Assets and other investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (v) fail to pay its debts and liabilities from its assets when due; (vi) operate or purport to operate as an integrated, single economic unit with respect to any Member or any other affiliated or unaffiliated entity; (vii) seek or obtain credit or incur any obligation to any third party based upon the assets of any Member; (viii) induce any such third party to reasonably rely on the creditworthiness of any Member; or (ix) release, sell, transfer, convey or assign any Collateral Asset unless in accordance with the Transaction Documents. Failure of the Company, or any Member or Manager on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of a Member or a Manager.

Section 1.8.      Limitation on Certain Activities . Notwithstanding any other provisions of this Agreement, so long as any Obligations are outstanding, the Company shall not without the prior unanimous affirmative vote of each Member and the prior unanimous

affirmative vote of all of the Managers, including the Independent Manager; provided that the Managers may not vote on or authorize the taking of any action set forth in clause (a) through (d) hereunder (any such action, a “ Material Action ”), unless there is at least one (1) Independent Manager then serving in such capacity:

(a)      engage in any business or activity other than those set forth in Section 1.5 of this Agreement or amend, alter, change or repeal the definition of “Independent Manager,” “Cause,” “Obligation,” “Material Action” or any defined term used therein or Sections 1.5 , 1.7 , 1.8 , 4.2(b) , 6.1(b) , 6.5 or 10.1 of this Agreement;

(b)      to the fullest extent permitted by applicable law, dissolve or liquidate, in whole or in part, legally consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, except in any such case as permitted or required under the Transaction Documents;

(c)      to the fullest extent permitted by applicable law, institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any Company action in furtherance of any such action; and

(d)      authorize the amendment of this Agreement to: (A) provide for the removal and/or substitution of any Special Member and/or of any Independent Manager, as the case may be, provided for hereunder unless a new Special Member and/or Independent Manager, as applicable, is appointed and accepts such appointment; (B) enlarge or alter the permitted business purposes of the Company as provided in Section 1.5 of this Agreement; or (C) permit or cause the Company to take any action set forth in Section 1.8(c) .

To the fullest extent permitted by applicable law, including Section 18-1101(c) of the LLC Act, the duty of each Manager, including each Independent Manager, in respect of any decision on any matter referred to in this Section 1.8 shall be owed solely to the Company (including its creditors). When acting on matters subject to this Section 1.8 , notwithstanding that the Company may not then be solvent, the Managers shall take into account the interests of the Company (including its creditors). Except for duties to the Company as set forth in the two immediately preceding sentences (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company or the relationships between them, and (iii) the interests of any group of Affiliates of which the Company is a part), each Independent Manager shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided , however , the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing.

Section 1.9.      No State Law Partnership . Other than for tax purposes as provided herein and if applicable, no provisions of this Agreement shall be deemed or construed to constitute a partnership (including a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, Manager or the Company, for any purposes.

Section 1.10.      Limitation on Liability . Except as otherwise provided by the LLC Act and except as otherwise characterized for tax and financial reporting purposes, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or Manager of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or a Manager of the Company.

ARTICLE II

CAPITAL; EQUITY ACCOUNT

Section 2.1.      Initial Capital . The initial capital of the Company shall be the sum of cash and the Value of other property contributed to the Company by the Initial Member (the “ Capital Contribution ”) in the amount set out opposite the name of the Initial Member on Schedule A hereto, as amended from time to time and incorporated herein by this reference.

Section 2.2.      Additional Capital Contributions . No Member shall be required to make any additional capital contributions to the Company. However, any Member may make additional capital contributions to the Company in cash or in other property at any time. To the extent that a Member makes an additional capital contribution to the Company, (i) if the capital contribution includes property other than cash and if the Company is not then a disregarded entity, the Designated Manager shall determine the Value thereof as of the date of such capital contributions and (ii) the Designated Manager shall revise Schedule A of this Agreement. The provisions of this Agreement, including this Section 2.2 , are intended solely to benefit the Members and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement. Each capital contribution will be reflected by the Designated Manager in the appropriate books and records of the Company.

ARTICLE III

ALLOCATIONS; BOOKS

Section 3.1.      Status of the Company . The Company shall comply with the applicable provisions of the Internal Revenue Code of 1986, as amended from time to time, and any successor statute (the “ Code ”) and the applicable Treasury Regulations thereunder in the manner necessary to effect the intention of the parties that the Company be treated, for federal income tax purposes, (i) so long as it has a single Member, as a disregarded entity that is not separate from such Member and (ii) as long as it has more than a single Member, as a partnership pursuant to Treasury Regulations Sections 301.7701-1 et seq. and that the Company be accorded such treatment until its dissolution pursuant to Article VIII hereof and shall take all actions, and shall refrain from taking any action, required by the Code or Treasury Regulations thereunder in order to maintain such status of the Company.

Section 3.2.      Allocations of Net Income and Net Loss .

(a)      As long as the Company has a single Member it will be taxed as a disregarded entity for federal income tax purposes under Section 301.7701-3(b)(1) of the Treasury Regulations and all Net Income and Net Loss of the Company shall be taken into account by its sole Member.

(b)      If the Company has more than one Member and is taxed as a partnership, the Company’s Net Income and Net Loss for any Accounting Period shall be allocated to the Members in proportion to their Percentage Interests.

Section 3.3.      Other Allocation Provisions .

(a)      The Members intend that the allocations pursuant to Section 3.2 be equivalent to allocations that have or are deemed to have “ substantial economic effect ” within the meaning of Treasury Regulations Sections 1.704-1(b) and 1.704-2, and the Designated Manager shall make such allocations pursuant to this Section 3.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including without limitation the allocations required by the minimum gain provisions, allocation of partner nonrecourse deductions and partnership nonrecourse deductions and the qualified income offset provisions of such Regulations.

(b)      Except to the extent otherwise required by the Code and Treasury Regulations, if one or more Membership Units in the Company is transferred in any Accounting Period, the items of income, gain, loss, deduction and credit allocable to such Membership Units for such Accounting Period shall be apportioned between the transferor and the transferee in proportion to the number of days in such Accounting Period such Membership Units are held by each of the them, except, that if they agree between themselves and so notify the Company within 30 days after the transfer, then at their option and expense, (i) all items or (ii) extraordinary items, may be allocated to the Person that held such Membership Units on the date such items were realized or incurred by the Company.

Section 3.4.      Allocations of Taxable Income and Loss . The income, gains, losses, deduction and credits of the Company for any fiscal year shall be allocated to the Members in the same manner Net Income and Net Loss were allocated to the Members for all Accounting Periods ending with or within such fiscal year pursuant to Sections 3.2 and 3.3 ; provided that solely for Federal, state and local income and franchise tax purposes and not for book or Capital Account purposes, income, gain, loss and deduction with respect to any Company asset properly carried on the Company’s books at a value other than the tax basis of such Company asset shall be allocated in a manner determined in the discretion of the Designated Manager, so as to take into account (consistently with Code Section 704(c) principles) the difference between such Company asset’s book basis and its tax basis.

Section 3.5.      Withholding . The Company shall comply with withholding requirements under Federal, state and local law and shall remit amounts withheld to and file required forms with the applicable jurisdictions. To the extent the Company is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to

any Member, the amount withheld shall be deemed to be, at the option of the Tax Matters Partner, either a distribution to or a demand loan by the Company to that Member in the amount of the withholding. In the event of any claimed over-withholding, Members shall be limited to an action against the applicable jurisdiction. If the amount was deemed to be a demand loan, the Company may, at its option, (a) at any time require the Member to repay such loan in cash or (b) at any time reduce any subsequent distributions by the amount of such loan. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in determining the extent of, and in fulfilling, its withholding obligations.

Section 3.6.      Books of Account . At all times during the continuance of the Company, the Company shall maintain or cause to be maintained full, true, complete and correct books of account in accordance with generally accepted accounting principles, using the Fiscal Year. In addition, the Company shall keep all records required to be kept pursuant to the LLC Act.

Section 3.7.      Access to Accounting Records . All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Members, and their duly authorized representative, shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.

Section 3.8.      Annual Tax Information . The Designated Manager shall cause the Company to deliver to each Member all information necessary for the preparation of such Member’s federal income tax return.

Section 3.9.      Tax Matters Partner . For purposes of Code Section 6231(a), if the Company is taxed as a partnership, the “ Partnership Representative ” shall be the Member owning the largest Percentage Interest in the Company. The Tax Matters Partner is specifically directed and authorized to take whatever steps may be necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under the Regulations. The Tax Matters Partner shall communicate and negotiate with the Internal Revenue Service on any federal tax matter on behalf of the Members and the Company.

ARTICLE IV
MEMBERS

Section 4.1.      Powers . Except as otherwise expressly set forth in this Agreement, the Members (in their capacities as such) shall have no right or power to, and shall not take part in, the management of the Company. The Members (in their capacities as such) in no event shall have the power to sign for or bind the Company.

The Majority Members shall have the power to select and remove any Manager as provided in Article VI and any and all officers (if any), agents and employees (if any) of the Company, prescribe such powers and duties for them as may be consistent with the LLC Act, any other applicable law and this Agreement, and fix their compensation, but shall not require from them security for faithful service.

Section 4.2.      Initial Member; Special Member .

(a)      The Initial Member of the Company is Barings BDC Finance I, LLC, a Delaware limited liability company.

(b)      At any time when there is only one Member of the Company and an event occurs that causes such Member to cease to be a Member of the Company (other than upon continuation of the Company without dissolution upon an assignment by such Member of all of its limited liability company interest in the Company and the admission of a transferee pursuant to Sections 5.4 and 5.5 ), by order in which the Independent Managers were appointed, one of the Independent Managers acting as an Independent Manager pursuant to the terms of this Agreement shall continue to serve as an Independent Manager and, in addition, without any action of any Person and simultaneously with such Member ceasing to be a Member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Manager pursuant to this Agreement; provided that the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets (and no Special Member shall be treated as a member of the Company for federal income tax purposes). Pursuant to Section 18-301 of the LLC Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the LLC Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each Person acting as an Independent Manager pursuant to this Agreement shall execute a counterpart to this Agreement. Prior to his or her admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to this Agreement shall not be a member of the Company. A “ Special Member ” means, upon such Person’s admission to the Company as a member of the Company pursuant to this Section 4.2(b) , a Person acting as Independent Manager, in such Person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement. For purposes of this Agreement, a Special Member is not included within the defined term “ Member. ”

Section 4.3.      Other Ventures . Notwithstanding any duty otherwise existing at law or in equity, it is expressly agreed that the Members, the Special Members, the Managers and any Affiliates, officers, directors, managers, stockholders, partners or employees thereof, may engage in other business ventures of any nature and description, whether or not in competition with the Company, independently or with others, and the Company shall not have any rights in and to any independent venture or activity or the income or profits derived therefrom.

Section 4.4.      Actions by the Members . All actions of the Members may be taken by written consent of the Members (which shall be signed on behalf of each Member which is an entity by an authorized officer, general partner or manager of each such Member) which is filed with the records of the Company.

ARTICLE V
MEMBERSHIP INTERESTS

Section 5.1.      General; Qualifications for Membership .

(a)      “ Membership Unit ” means the limited liability company interest of a Member in the Company. Subject to the terms and conditions of this Agreement and the LLC Act, the Company is authorized to issue one (1) Membership Unit. Each Membership Unit constitutes personal property and, subject to Section 5.4 , shall be freely transferable and assignable in whole but not in part upon registration of such transfer and assignment on the books of the Company in accordance with the procedures established for such purpose by this Agreement. No Membership Unit shall be held by a Non-Qualified Person. Any Member who becomes aware that such Member is a Non-Qualified Person shall promptly notify the Designated Manager who may, in its sole discretion, cause the withdrawal of such Member and the sale of its Membership Unit in accordance with Sections 5.4 and 5.5 . If it comes to the attention of the Designated Manager that any member is a Non-Qualified Person, the Designated Manager may require the withdrawal of such Member and the sale of its Membership Unit in accordance with Sections 5.4 and 5.5 .

(b)      The Company may issue additional Membership Units (or any other interest in the Company that may be considered equity for federal income tax purposes), in its sole discretion, so long as the issuance does not result in (i) a termination of the Company’s status either as a disregarded entity or as a partnership that is not a publicly traded partnership for tax purposes, or (ii) such Membership Unit (or interest therein) being acquired or owned by any Person that is classified for U.S. federal income tax purposes as a disregarded entity (unless the beneficial owner for U.S. federal income tax purposes of the disregarded entity is a corporation, other than a subchapter S corporation, or is otherwise taxable as a corporation), partnership, subchapter S corporation or grantor trust unless such Person obtains an opinion of a nationally or internationally recognized and reputable law firm that such issuance will not cause the Company to be treated as a publicly traded partnership taxable as a corporation.

Section 5.2.      Distributions . The Members shall be entitled to receive, out of the assets of the Company legally available therefor, and in proportion to their Percentage Interests, distributions payable in cash in such amounts, if any, as the Designated Manager shall declare. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members on account of their interests in the Company if such distribution would violate Section 18-607 of the LLC Act or any other applicable law or any Transaction Document.

Section 5.3.      Rights on Liquidation, Dissolution or Winding Up .

(a)      In the event of any liquidation, dissolution or winding up of the Company, the Members shall be entitled to all remaining assets of the Company available for distribution to the Members after satisfaction (whether by payment or reasonable provision for payment) of all liabilities, debts and obligations of the Company in accordance with Section 8.5 .

(b)      Neither the sale of all or substantially all of the property or business of the Company, nor the merger or consolidation of the Company into or with another Person or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 5.3 .

Section 5.4.      Transfer of Membership Units .

(a)      Upon the written consent of the Designated Manager in its sole discretion, a Member may transfer its Membership Unit, in whole or in part, but the transferee shall not be admitted as a Member except in accordance with Section 5.5 . Until the transferee is admitted as a Member, the transferring Member shall continue to be a Member of the Company (subject to Section 4.2 ) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Unit transferred. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, a Member may not transfer any Membership Unit in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws and no transfer will be permitted if such transfer would (i) result in the Company’s assets being considered “ plan assets ” within the meaning of the Employee Retirement Income Security Act of 1974, as amended, (ii) result in a violation of any applicable federal or state securities law, (iii) require the Company to register as an investment company under the Investment Company Act, (iv) unless waived by the affected Person, require the Company, the Designated Manager or any Affiliate thereof to register as an investment adviser under the Investment Advisers Act of 1940, as amended, (v) result in a termination of the Company’s status either as a disregarded entity or as a partnership that is not a publicly traded partnership for tax purposes, (vi) result in such Membership Unit (or interest therein) being acquired or owned by any Person that is classified for U.S. federal income tax purposes as a disregarded entity (unless the beneficial owner for U.S. federal income tax purposes of the disregarded entity is a corporation, other than a subchapter S corporation, or is otherwise taxable as a corporation), partnership, subchapter S corporation or grantor trust unless such Person obtains an opinion of a nationally or internationally recognized and reputable law firm that such transfer will not cause the Company to be treated as a publicly traded partnership taxable as a corporation, (vii) result in a violation of any law, rule or regulation by the Company or result in the breach of any obligations of the Company relating to transfers set forth in the Transaction Documents or (viii) be inconsistent with Section 3.1 .

(b)      The Designated Manager shall not consent to any transfer of a Membership Unit (or portion thereof) unless (i) it shall have received an executed Membership Unit Transfer Certificate from the proposed transferee and such other instruments, certificates and opinions as the Designated Manager may reasonably request be provided, or cause to be provided, by the proposed transferor or the proposed transferee, and (ii) so long as any Obligations are outstanding, such transfer does not cause the Company to violate its obligations under the Transaction Documents.

(c)      To the fullest extent permitted by law, any purported transfer of any Membership Unit in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby.

Section 5.5.      Admission of Transferee as Member . One or more additional members of the Company may be admitted to the Company with the written consent of the Initial Member; provided that so long as any Obligations are outstanding, no additional Member may be admitted to the Company except as provided in Section 4.2(b) . An additional member and a transferee of a Membership Unit desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement. Provided the transfer complies with the provisions of Section 5.4 , such admission shall be deemed effective at the time of the transfer designated by the Designated Manager and, if the transfer is of all of a Member’s Membership Unit, immediately following such admission, the transferor Member (in the case of a transfer of all of such transferor Member’s interest) shall cease to be a member of the Company. Upon admission of an additional member or transferee as a Member, such additional member or transferee shall have the rights, powers and duties and shall be subject to the restrictions and obligations of a Member under this Agreement and the LLC Act.

ARTICLE VI
MANAGERS AND OFFICERS

Section 6.1.      Managers .

(a)      “ Manager ” means each Person designated as a Manager from time to time by the Majority Members, in their capacity as managers of the Company within the meaning of the LLC Act, including the Designated Manager and, solely where expressly provided herein, the Independent Managers. Subject to the terms of this Agreement, the Majority Members may determine at any time the number of Managers; provided that, except while a vacancy is being filled as provided in Section 6.5 , at all times that any Obligations are outstanding, the Company shall have at least one (1) Independent Manager appointed by the Majority Members. The initial number of Managers is two (2), the Designated Manager and the Independent Manager.

(b)      So long as any Obligations are outstanding, the Majority Members shall cause the Company at all times to have at least one (1) Independent Manager who will be appointed by the Majority Members. The initial Independent Manager is Donald J. Puglisi. To the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 1.8 . No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his, her or its appointment as an Independent Manager by a written instrument, and shall have executed a counterpart to this Agreement as required by Section 4.2(b) . In the event of a vacancy in the position of Independent Manager, the Majority Members shall, as soon as practicable, appoint a successor Independent Manager and provide notice of such successor Independent Manager to such parties as are required by the Transaction Documents. All right, power and authority of an Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided

in this Agreement, including Section 1.8 , in exercising his or her rights and performing his or her duties under this Agreement, an Independent Manager shall have a duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. The Company shall pay, directly or indirectly, each Independent Manager’s annual fee. Such fee shall be determined without regard to the income of the Company and shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Company.

(c)      Except as otherwise expressly provided in Section 1.8 , the Designated Manager shall have full and exclusive management and control of the business of the Company and shall make all decisions affecting the business and affairs of the Company and take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein and shall (i) be responsible for the day-to-day operation and management of the business and affairs of the Company and (ii) make all decisions, and take or cause to be taken all such actions, on behalf of the Company or otherwise as are necessary in connection with the operation and management of the Company in the ordinary course of business. The Designated Manager is an agent of the Company’s business, and the actions of the Designated Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The Members, as such, shall not take part in the management of the Company except as otherwise expressly provided in this Agreement.

(d)      Only the Designated Manager shall have the authority to bind the Company and no Member, in its capacity as such, nor any Independent Manager, shall have the authority to bind the Company; provided, that the Designated Manager may delegate such authority to any other Person at any time the Designated Manager deems necessary and appropriate.

(e)      The Initial Member hereby appoints Barings LLC to act as Designated Manager hereunder and Barings LLC hereby accepts such appointment and agrees to act as Designated Manager hereunder. The Initial Member hereby appoints Donald J. Puglisi as Independent Manager hereunder and Donald J. Puglisi hereby accepts such appointment and agrees to act as Independent Manager hereunder. Each Manager, including the Independent Manager, is hereby deemed to be a “ manager ” of the Company within the meaning of Section 18-101(10) of the LLC Act. Each Manager designated by the Majority Members shall hold office until a successor is elected and qualified and accepts such appointment or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. A Manager shall perform his, her or its duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances.

Section 6.2.      Powers of the Designated Manager . Subject to Section 1.8 the Designated Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, deemed by the Designated Manager to be necessary or appropriate to effectuate

the business, purposes and objectives of the Company. Without limiting the generality of the foregoing, the Designated Manager shall have the power and authority to:

(i)      bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(ii)      execute all documents or instruments, perform all duties and powers and do all things for an on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including all documents, agreements and instruments related thereto and the consummation of all transactions contemplated thereby.

The expression of any power or authority of the Designated Manager in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.

Section 6.3.      Designated Manager as Attorney-in-Fact . Provided that the approvals required under Section 1.8 with respect thereto, if any such approvals are then so required, have been obtained, each of the Members hereby irrevocably makes, constitutes and appoints the Designated Manager, with full power of substitution and resubstitution, its true and lawful attorney-in-fact, for it and in its name, place, and stead and for its use and benefit, to make, sign, execute, certify, acknowledge, swear, file, and record: (a) all limited liability company certificates, and assumed name or similar certificates which the Designated Manager deems necessary in its reasonable discretion to be filed by the Company under the laws of the State of Delaware or any other state or jurisdiction in which the Company is doing or intends to do business; (b) any and all amendments, restatements or changes to the instruments described in clause (a), as now or hereafter amended, which the Designated Manager may deem necessary in its reasonable discretion to effect a change or modification of the Company in accordance with the terms of this Agreement, including amendments, restatements or changes to reflect (i) any amendments adopted by the Members in accordance with the terms of this Agreement and (ii) the disposition by any Member of its interest in the Company; (c) all certificates of cancellation and other instruments which the Designated Manager deems necessary in its reasonable discretion to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company. Each of the Members authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Member might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

Section 6.4.      Compensation . Each Manager shall receive such reasonable compensation for its services as may be agreed from time to time by such Manager and the Designated Manager on behalf of the Company, with the consent of the Majority Members with respect to any such compensation to be paid to the Designated Manager. To the extent permitted

by applicable law, the Company may pay, or reimburse any Manager for, out-of-pocket expenses incurred by such Manager in connection with its services rendered to the Company. Any such compensation, payment or reimbursement shall be determined by the Designated Manager without regard to the income of the Company and shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Company. No such compensation, payment or reimbursement shall preclude the Designated Manager from serving the Company in any other capacity and receiving compensation therefor.

Section 6.5.      Removal of Managers .

(a)      Subject to Sections 1.7 , 6.1 and 6.6 , the Majority Members may remove any Manager with or without cause at any time; provided that, unless otherwise restricted by law, an Independent Manager may be removed or expelled only for Cause by the Majority Members and, subject to Section 6.6 , any vacancy caused by any such removal or expulsion may be filled by action of the Majority Members. The Company and/or the Members shall notify the Administrative Agent at least one business day prior to the effectiveness thereof if any Independent Manager is removed or expelled pursuant to the preceding sentence.

(b)      Subject to Sections 1.7 , 6.1 and 6.6 , any removal of a Manager shall become effective on such date as may be specified by the Majority Members in a notice delivered to the removed Manager, any remaining Managers and the replacement Manager designated to replace the removed Manager provided that the removal of a Manager in any event shall not be effective on a date earlier than the date such notice is delivered and the replacement Manager accepts such appointment. Should a Manager be removed who is also the Member, the Member shall continue to participate in the Company as a Member and receive its share of the Company’s income, gains, losses, deductions and credits pursuant to this Agreement.

Section 6.6.      Resignation of Manager . A Manager, other than an Independent Manager, may resign as a Manager at any time by 30 days’ prior written notice to the Members. To the fullest extent permitted by law, no Independent Manager may withdraw or resign as a Manager of the Company without the consent of the Majority Members and any such withdrawal or resignation shall be subject to Section 6.1(b) . Upon any removal or resignation of the Designated Manager, the Member owning the largest Percentage Interest in the Company shall assume all power and authority given to the Designated Manager under this Agreement until such time as the Majority Members select a replacement Designated Manager.

Section 6.7.      Meetings of the Managers . The Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Managers may be held without notice at such time and at such place as shall from time to time be determined by the Designated Manager. Special meetings of the Managers with respect to matters which require the action, vote or consent of the Independent Manager may be called by the Designated Manager on not less than one day’s notice to each Manager by telephone, facsimile, mail, email or any other means of communication, and special meetings shall be called by the Designated Manager in like manner and with like notice upon the written request of any one or more of the Managers. The Independent Manager need not participate in any such meeting except if the meeting relates to matters on which the action, vote or consent of the Independent Manager is required hereunder.

Notwithstanding any other provision in this Agreement and for the avoidance of doubt, actions permitted to be taken by the Designated Manager without any action, vote or consent of the Independent Manager may be taken by the Designated Manager without need to call a meeting or any notice to, or any vote of, the Independent Manager with respect thereto. Furthermore, any action required or permitted to be taken at any meeting of the Managers may be taken without a meeting if all Managers required for such action to be taken under this Agreement consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Company.

Section 6.8.      Electronic Communications . Managers may participate in meetings of the Managers by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

Section 6.9.      Limitations on the Independent Managers . All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.

Section 6.10.      Officers . The Designated Manager may, from time to time as the Designated Manager deems advisable, appoint officers of the Company (the “ Officers ”) and assign in writing titles (including, without limitation, President, Vice President, Assistant Vice President, Secretary, Treasurer and Authorized Signatories) to any such person. Unless the Designated Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 6.10 may be revoked in writing at any time by the Designated Manager. An Officer may be removed with or without cause by the Designated Manager. Scott Chappell, Eric Lloyd, Jon Bock and Chris Cary are hereby appointed to the position of Authorized Signatory of the Company. Any document or instrument purporting to bind the Company shall be effective to bind the Company when executed by (i) an Authorized Signatory or (ii) any other officer of the Company expressly authorized to execute such document or instrument by the terms of this Agreement or the written resolutions of the Designated Manager.

ARTICLE VII
EXPENSES

Section 7.1.      Expenses . Except as otherwise provided in this Agreement or the Transaction Documents, the Company shall be responsible for all expenses and the allocation thereof (and shall reimburse any such expenses incurred by a Member or by the Designated Manager on behalf of the Company) including without limitation:

(a)      all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the

Company, the preparation and dispatch to the Members of checks, wire transfers, financial reports, tax returns and notices required pursuant to this Agreement;

(b)      all costs, fees and expenses of consultants, custodians, bankers, legal counsel and accountants, and similar outside advisors, incurred in connection with the administration of the Company or incurred by the Company pursuant to or in connection with the Transaction Documents or the Collateral;

(c)      all expenses incurred in connection with identifying, evaluating, or consummating the acquisition of the Collateral by the Company or incurred by the Company in connection with the holding, pledging , managing, servicing, administering and exercising rights and remedies with respect to the Collateral;

(d)      all costs and expenses of maintaining qualification of the Company to do business in the State of Delaware and any other states in which it conducts business;

(e)      any taxes, fees or other charges levied against the Company or on its income or assets or in connection with its business or operations by any governmental authority;

(f)      all costs, fees and expenses of any litigation, arbitration, investigations, or filings with respect to the Company or in which the Company becomes involved by reason of any of its investments, or otherwise;

(g)      all expenses for indemnity or contribution payable by the Company to any Person;

(h)      all costs, fees and expenses incurred in connection with the collection of amounts due to the Company from any Person;

(i)      all costs, fees and expenses incurred in connection with the preparation of amendments, modifications, waivers or consents with respect to this Agreement;

(j)      all costs, fees and expenses incurred in connection with the liquidation, dissolution and winding up of the Company; and

(k)      all costs, fees and expenses otherwise allocated in good faith to the Company by the Designated Manager.

ARTICLE VIII
DISSOLUTION, LIQUIDATION AND WINDING-UP

Section 8.1.      Dissolution .

(a)      Pursuant to Section 18-801 of the LLC Act and subject to Section 1.8 and this Section 8.1 , the Company shall be dissolved and its affairs shall be wound up upon the occurrence of the earliest of the following events:

(i)      subject to Section 1.8 , the election to dissolve the Company made in writing by the Members and each Manager, including the Independent Manager, provided any such dissolution does not then violate the Transaction Documents;

(ii)      the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company unless the business of the Company is continued without dissolution in a manner permitted by the LLC Act or this Agreement; or

(iii)      the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the LLC Act.

(b)      The death, incapacity, retirement, resignation, expulsion, bankruptcy, liquidation, termination or dissolution of any Member of the Company or the occurrence of any other event that terminates the continued membership of any Member of the Company shall, in and of itself, not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event the Company shall be continued without dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member of the Company in the Company. Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution and it shall not be wound up. To the fullest extent permitted by law, each Member of the Company hereby waives any right that it may have under applicable law to reject this Agreement (as an executory contract or otherwise) in any proceeding involving or relating to the Bankruptcy of the Members or any Special Member of the Company, or the occurrence of an event that causes any Member or a Special Member to cease to be a member of the Company.

Section 8.2.      Accounting . In the event of the dissolution, liquidation and winding up of the Company, a proper accounting shall be made of the Net Income or Net Loss of the Company from the date of the last previous Accounting Period to the date of dissolution.

Section 8.3.      Winding Up, Liquidation and Distribution of Assets . Upon the occurrence of any event specified in Section 8.1(a) , the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, and, so long as any Obligations are outstanding, in accordance with the Transaction Documents, retaining its assets and servicing its indebtedness or liquidating its assets and satisfying the claims of its creditors, as applicable. The Designated Manager shall be responsible for overseeing the winding up and, if applicable, liquidation of the Company and shall take full account of the liabilities of the Company and its assets. If the Company is being liquidated, the Designated Manager shall either cause its assets to be sold or distributed, and, if sold, as promptly as is consistent with obtaining the fair market value

thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 8.4 . The expenses incurred by the Designated Manager in connection with winding up the Company, all losses or liabilities of the Company incurred in accordance with the terms of this Agreement, and reasonable compensation for the services of the Designated Manager in connection with such winding up shall be borne by the Company. The Designated Manager shall not be liable to the Members or any other Person for any loss attributable to any act or omission of the Designated Manager taken in good faith in connection with the liquidation of the Company and distribution of its assets. The Designated Manager may consult with counsel and accountants with respect to the winding up, retention of assets and servicing of indebtedness or liquidation of the Company and distribution of its assets, as applicable, and shall be justified in acting or omitting to act in accordance with the advice or opinion of such counsel or accountants, provided they shall have been selected with reasonable care.

Section 8.4.      Order of Payment of Liabilities Upon Dissolution .

(a)      After determining that all debts and liabilities of the Company, including, without limitation, all contingent, conditional or unmatured liabilities of the Company, in the process of winding-up, including, without limitation, debts and liabilities to the Members in the event that a Member (in its capacity as such) is a creditor of the Company, the Designated Manager shall distribute the proceeds of the liquidation of the Company’s assets and any other remaining, unliquidated assets in the following order of priority:

(i)      to the creditors of the Company, excluding Members who are creditors, to the extent permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the making of reasonable provision for payment thereof);

(ii)      to Members who are creditors of the Company in satisfaction of Company liabilities, indebtedness and other obligations, including, without limitation, the repayment of principal of and interest on loans made by Members to the Company (whether by payment or the making of reasonable provisions for payment thereof); and

(iii)      to the Members according to their respective Percentage Interest.

(b)      If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by the Designated Manager. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value.

(c)      Except as provided by law or as expressly provided in this Agreement, upon dissolution of the Company, each Member shall look solely to the assets of the Company for the return of its capital contribution. If the Company property remaining after the payment or discharge of the debts, liabilities and other obligations of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

Section 8.5.      Certificate of Cancellation . When all debts, liabilities and Obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a certificate of cancellation shall be executed and filed by the Designated Manager in accordance with the LLC Act. Upon the filing with the Secretary of State of the State of Delaware of a certificate of cancellation of the Certificate of Formation, the existence of the Company shall cease.

ARTICLE IX
INDEMNIFICATION

Section 9.1.      Exculpation . None of any Member, any Special Member, any Manager, any authorized person or any director, officer, employee, representative, agent or Affiliate of any Member, any Special Member or any Manager (collectively, the “ Covered Persons ”) shall, to the fullest extent permitted by law, be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the Company, except that a Covered Person shall be liable for any such loss, damage or claim incurred as direct result of such Covered Person’s fraud, gross negligence or willful misconduct.

Section 9.2.      Indemnification . Subject to the provisions of Section 9.4 hereof, to the fullest extent permitted by law, the Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of any act or omission of such Covered Person or by reason of the fact that such Covered Person is or was a Covered Person, against any loss, damage, claim or expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Covered Person in connection with the defense or settlement of the actions or suit if such Covered Person acted in good faith and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the Company, provided that such Covered Person shall not be entitled to indemnification if such loss, damage, claim or expenses was directly caused by such Covered Person’s fraud, gross negligence or willful misconduct. Indemnification may not be made for any claim, issue or matter as to which such Covered Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; provided that any indemnity under this Section 9.2 by the Company shall be provided out of and to the extent of Company assets only, and none of the Members, the Special Members or any Manager shall have personal liability on account thereof; and provided further, that so long as any Obligations are outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) in respect of any indemnity hereunder shall be payable from amounts allocable to any other Person pursuant to the Transaction Documents. Any Covered Person entitled to indemnification pursuant to this Section 9.2 shall be fully protected in relying in good faith upon the records of the Company and

upon such information, opinions, reports or statements presented to the Company by any Person as to matters such indemnified Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value, amount of assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

Section 9.3.      Further Indemnity . To the fullest extent permitted by law, the Company shall indemnify any Person who is or was a Covered Person, against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding referred to in Sections 9.1 and 9.2 or in defense of any claim, issue or matter therein.

Section 9.4.      Expenses . Any indemnification under Sections 9.2 and 9.3 , as well as the advance payment of expenses permitted under Section 9.5 unless ordered by a court or advanced pursuant to Section 9.5 below, must be made by the Company only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. The determination must be made:

(a)      by the Designated Manager if the Designated Manager was not a party to the act, suit or proceeding; or

(b)      if the Designated Manager was a party to the act, suit or proceeding, either by all of the Members owning Percentage Interests in the Company or by independent legal counsel in a written opinion.

Section 9.5.      Advance Payment of Expenses . The expenses of each Person who is or was a Covered Person, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such Person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to be indemnified by the Company. The provisions of this Section 9.5 shall not affect any rights to advancement of expenses to which personnel other than the Members, the Special Members or a Manager (other than any Independent Manager) may be entitled under any contract or otherwise by law.

Section 9.6.      Other Arrangements Not Excluded . The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article IX :

(a)      does not exclude any other rights to which a Person seeking indemnification or advancement of expenses may be entitled under any agreement, decision of the Member or otherwise, for either an action of any Covered Person, in the official capacity of such Person or an action in another capacity while holding such position, except that indemnification and advancement, unless ordered by a court or advanced pursuant to Section 9.5 above, may not be made to or on behalf of such Person if a final adjudication established that its acts or omissions

involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action; and

(b)      continues for a Person who has ceased to be a Covered Person and inures to the benefit of the successors, heirs, executors and administrators of such a Person.

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 10.1.      Amendments . This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Majority Members; provided that the Members shall not amend or modify any provision of definition of “Independent Manager,” “Cause,” “Obligation,” “Material Action” or any defined term used therein or Sections 1.5 , 1.7 , 1.8 , 4.2(b) , 6.1(b) , 6.5 or 10.1 of this Agreement, without the written consent of the Administrative Agent and the prior unanimous affirmative vote of the Managers, which vote, so long as any Obligations are outstanding, must include the affirmative vote of the Independent Manager.

Section 10.2.      Governing Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.3.      Headings . The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 10.4.      Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainder of such provision (if any) or the remaining provisions hereof (unless such construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.5.      Assigns . Each and all of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon and inure to the benefit of the Members, and their permitted successors and assigns.

Section 10.6.      Enforcement by Managers . Notwithstanding any other provision of this Agreement, each Member and Special Member agree that this Agreement constitutes a legal, valid and binding agreement of such Member and Special Member, and is enforceable against such Member and Special Member by the Designated Manager or by the Independent Manager, as appropriate, in accordance with its terms.

Section 10.7.      Waiver of Partition; Nature of Interest . Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Members and the Special Members hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. No Member shall have any interest in any specific assets of the Company, and no Member shall have the status of a creditor with respect to any distribution pursuant to this Agreement.

Section 10.8.      Entire Agreement . This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior negotiations, understandings, communications and agreements in regard hereto.

Section 10.9.      Effectiveness . Pursuant to Section 18-201(d) of the LLC Act, this Agreement shall be effective as of the date set forth above.

Section 10.10.      Counterparts . This Agreement may be executed and delivered in counterparts (including by facsimile or other electronic transmission), each of which will be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, this Agreement is hereby executed by the undersigned as of the date set forth above.

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CREDIT AGREEMENT

Dated as of August 3, 2018

among

BARINGS BDC SENIOR FUNDING I, LLC ,

as Borrower,

THE LENDER PARTIES HERETO,

BANK OF AMERICA, N.A.,
as Administrative Agent

and

The Other Lender Parties Hereto

BANK OF AMERICA MERRILL LYNCH,

as

Sole Lead Arranger and Sole Book Manager

---

SCHEDULES

1.01    Definitions

2.01    Commitments and Applicable Percentages

10.02    Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of

A    Committed Loan Notice

B    Note

C-1    Assignment and Assumption

C-2    Administrative Questionnaire

D-1    Compliance Certificate (BDC Parent)

D-2    Compliance Certificate (Borrower Parent)

D-3    Compliance Certificate (Borrower)

E    U.S. Tax Compliance Certificates

ANNEXES

A    Advance Rates

B    Eligibility and Portfolio Criteria

C    Definitions Relating to Collateral Assets

D    Special Purpose Entity Requirements

E    Competitors

CREDIT AGREEMENT

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of August 3, 2018, among BARINGS BDC SENIOR FUNDING I, LLC, a Delaware limited liability company, (the “ Company ” or the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”) and BANK OF AMERICA, N.A. , as Administrative Agent.

The Company has requested that the Lenders provide a revolving credit facility (the “ Facility ”), and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article I.
DEFINITIONS AND ACCOUNTING TERMS

1.01      Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“ Additional Current Pay Criteria ” has the meaning specified in Annex C .

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Company and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit C‑2 or any other form approved by the Administrative Agent.

“ Advance Rate ” means a percentage applicable to each Collateral Asset as specified in Annex A under the caption “Advance Rate”.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Aggregate Market Value ” has the meaning specified in Annex C .

“ Agreement ” means this Credit Agreement.

“ Applicable Loan Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Class A Loan Commitment or Class A-1 Loan

Commitment, as applicable, represented by such Lender’s Class A Loan Commitment or Class A-1 Loan Commitment at such time, subject to adjustment as provided in Section 2.12 .

“ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.12 . If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments by any Lender. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. For the avoidance of doubt, the Applicable Percentage is based on the Aggregate Commitments and is determined irrespective of the amounts of any Class A Loan Commitment or Class A-1 Loan Commitment.

“ Applicable Rate ” means a per annum rate equal to the number set forth in Schedule 1.01.

“ Approved Dealer ” has the meaning specified in Annex C .

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arranger ” means Bank of America, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole book manager.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit C-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“ Audited Financial Statements ” means, for any fiscal year, the audited consolidated balance sheet of the BDC Parent for such fiscal year ended December 31, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of BDC Parent, including the notes thereto.

“ Availability Period ” means the period (i) beginning on the date on which all conditions precedent to the initial Credit Extension have been satisfied or waived and (ii) ending on the earlier of (A) any date on which an Event of Default has occurred and each Lender’s commitment has been terminated pursuant to Section 8.02 or (B) the date that is 30 days prior to the Maturity Date.

“ 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, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European

Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank Loan ” has the meaning specified in Annex C .

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate in effect for such day and (c) 1-month LIBOR plus 1.00%.

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

“ BDC Parent ” means Barings BDC, Inc.

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

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

“ Bid Condition ” has the meaning specified in Annex C .

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Borrower Certification ” means with respect to any request for a Loan or any release of funds or substitution of assets with respect to the Collateral Account, a certification of the Investment Adviser on behalf of the Borrower stating that after giving effect to such Loan, release of funds or substitution: (A) (i) no Borrowing Base Deficiency will exist, and (ii) no Default would occur or be continuing, in each case based on the most recent Borrowing Base determination; and (B) in the case of any Loan, the proceeds of such Loan will be used solely for Permitted Uses and, in the case that such proceeds will be used to purchase a Collateral Asset, no Borrowing Base Deficiency would exist after giving effect to such purchase on a pro forma basis.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrower Parent ” means Barings BDC Finance I, LLC.

“ Borrowing ” means a Committed Borrowing.

“ Borrowing Base ” has the meaning specified in Annex C .

“ Borrowing Base Deficiency ” has the meaning specified in Annex C .

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York or the state where the Administrative Agent’s Office is located (which is initially North Carolina) and if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings,

disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a London Banking Day.

“ Cash ” means such funds denominated in currency of the United States as at the time shall be legal tender for payment of all public and private debts.

“ Cash Equivalents ” has the meaning specified in Annex C .

“ Change in Control ” means (i) in relation to any of BDC Parent or Investment Adviser (each a “Controlled Entity”) (1) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) not having such ownership, control or power on the date of this Agreement (a) shall have acquired beneficial ownership or control of 35% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of such Controlled Entity or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of such Controlled Entity; (2) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of such Controlled Entity cease to be occupied by Persons who either (a) were members of the board of directors of such Controlled Entity on the Closing Date or (b) were nominated for election by the board of directors of such Controlled Entity, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (3) any “change of control” or similar event under any material Indebtedness of such Controlled Entity; (ii) BDC Parent ceases to own directly 100% of the Equity Interests of the Borrower Parent; or (iii) Borrower Parent ceases to own directly 100% of the Equity Interests of the Borrower.

“ Change in Investment Adviser ” means: the Investment Adviser (i) ceases to be responsible for the day-to-day management of the Borrower, Borrower Parent or BDC Parent, including, without limitation, ceasing to be substantially involved in directing the investment decisions of the Borrower, Borrower Parent or BDC Parent; (ii) changes its investment management arrangements with Borrower Parent or BDC Parent such that Investment Adviser ceases to be an affiliate of Borrower Parent or BDC Parent by virtue of such arrangements; or (iii) becomes bankrupt or insolvent; a bankruptcy, reorganization, insolvency or similar proceeding involving the Investment Adviser or its property is commenced or preliminary steps are taken towards such end; or the Investment Adviser admits its inability to pay its debts as they become due.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case

pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Class A Lender ” means the Lender identified on its signature page hereto as Class A Lender.

“ Class A-1 Lender ” means Bank of America, N.A.

“ Class A Loan Commitment ” has the meaning set forth in Section 2.01.

“ Class A-1 Loan Commitment ” has the meaning set forth in Section 2.01.

“ Class A Loan Fraction ” means on any date (i) the aggregate of the Class A Loan Commitments of all Lenders divided by (ii) the Aggregate Commitments.

“ Class A-1 Loan Fraction ” means on any date (i) the aggregate of the Class A-1 Commitments of all Lenders divided by (ii) the Aggregate Commitments.

“ Class A Loan Maturity Date ” means August 3, 2019 or such later date as may be agreed by 100% of the Class A Lenders in their sole discretion at the request of the Borrower and in accordance with Section 2.01; provided , however , that if such date is not a Business Day, the Class A Loan Maturity Date shall be the next following Business Day.

“ Closing Date ” means the date as of which each of this Agreement, the Security Agreement and the Fee Letter have been executed.

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

“ Collateral ” shall have the meaning specified in the Security Agreement.

“ Collateral Account ” shall have the meaning specified in the Collateral Administration Agreement.

“ Collateral Administration Agreement ” means the Collateral Administration Agreement between the Administrative Agent, the Company and the Collateral Administrator, dated as of even date herewith.

“ Collateral Administrator ” means State Street Bank and any successor thereto as collateral administrator under the Collateral Administration Agreement.

“ Collateral Asset ” has the meaning specified in Annex C .

“ Collateral Dispute Notice ” has the meaning specified in Annex C .

“ Commitment ” means, as to each Lender, its obligation to make Committed Loans to the Borrower pursuant to Section 2.01 , in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the

Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

“ Commitment Fee Calculation Period ” means each period beginning on, and including, a Commitment Fee Payment Date and ending on, and excluding, the immediately following Commitment Fee Payment Date.

“ Commitment Fee Payment Date ” means (i) the last Business Day of each March, June, September and December, (ii) any date on which the Aggregate Commitments are terminated in whole or in part pursuant to Section 2.04 and (iii) the last day of the Availability Period.

“ Commitment Fee Rate ” means the rate specified in Schedule 1.01 subject to adjustment as provided in Section 2.12.

“ Committed Loan ” has the meaning specified in Section 2.01 .

“ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other (other than the conversion of Eurocurrency Rate Loans to Base Rate Loans at the end of the applicable Interest Period), or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

“ Company ” has the meaning specified in the introductory paragraph hereto.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

“ 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.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Controlled Account ” means each account that is subject to an account control agreement in form and substance satisfactory to the Administrative Agent.

“ Credit Extension ” means a Borrowing.

“ Credit Trigger ” means any of the following: (i) a Regulatory Event with respect to Borrower or Investment Adviser, (ii) a Change in Investment Adviser, (iii) any Change in Control occurs or (iv) the Net Asset Value is less than the aggregate Current Market Value of the Eligible Collateral Assets corresponding to the four obligors for which the Current Market Value of the Eligible Collateral Assets is the largest.

“ Current Market Price ” has the meaning specified in Annex C .

“ Current Market Value ” has the meaning specified in Annex C .

“ Current Market Value Percentage ” has the meaning specified in Annex C .

“ Current Pay Obligation ” has the meaning specified in Annex C .

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means, with respect to any Credit Extension, 2.00% plus (a) in the case of any Eurocurrency Rate Loan, the Eurocurrency Rate plus the Applicable Rate and (b) in the case of any Base Rate Loan, the Base Rate plus the Applicable Rate.

“ Defaulted Obligation ” has the meaning specified in Annex C .

“ Defaulting Lender ” means, subject to Section 2.12(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount equal to or greater than $50,000 required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Company and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)  upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or

indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)  through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.12(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company and each other Lender promptly following such determination.

“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“ DIP Loan ” has the meaning specified in Annex C .

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Disqualified Lender ” has the meaning specified in Section 10.06(b)(v).

“ Distressed Exchange Offer ” has the meaning specified in Annex C .

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in the any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate.

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

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

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

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

“ Eligible Collateral Asset ” has the meaning specified in Annex C .

“ Eligible Collateral Asset Information ” has the meaning specified in the Collateral Administration Agreement.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ 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.

“ Eurocurrency Rate ” means:

(a)    With respect to any Eurocurrency Rate Loan, the rate per annum equal to the LIBOR Screen Rate at approximately 11:00 a.m.(London time) on the Rate Determination Date with a term equivalent to such Interest Period; and

(b)    for any rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m. (London time) on the Rate Determination Date; provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied to the applicable Interest Period in a manner consistent with

market practice; provided , further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

If the Administrative Agent determines it is not administratively feasible for the Administrative Agent to apply the approved rate consistently with market practice, the Administrative Agent shall provide notice to the Company of such determination with a reasonable explanation of the basis of its determination.

If the rate determined under any clause above is less than zero, the applicable Eurocurrency Rate shall be deemed to be zero.

“ Eurocurrency Rate Loan ” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate”.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to any 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 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 Company under Section 10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), 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 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“ Facility ” has the meaning specified in the recitals hereto.

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

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall

be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means, collectively, the letter agreements, dated as of even date herewith, between the Borrower, the Administrative Agent, the Class A Lender and the Class A-1 Lender.

“ First Lien Bank Loan ” has the meaning specified in Annex C .

“ Fitch ” has the meaning specified in Annex C .

“ Fitch Rating ” has the meaning specified in Annex C .

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

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

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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

“ Guarantee ” means, as to any Person, without duplication of amounts, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other

obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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

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

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

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

(d)    all obligations of such Person to pay the deferred purchase price of property or services;

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    capital leases and Synthetic Lease Obligations;

(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h)    any Swap Contract under which the Swap Termination Value thereof with respect to Borrower could be less than zero as of any date during the term of such Swap Contract, regardless of the actual Swap Termination Value as of any date; and

(h)    all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited

liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

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

“ Indemnitees ” has the meaning specified in Section 10.04(b) .

“ Information ” has the meaning specified in Section 10.07 .

“ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“ Interest Period ” means as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one or three months thereafter (in each case, subject to availability), as selected by the Company in its Committed Loan Notice; provided that:

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

(ii)    any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)    no Interest Period shall extend beyond the Maturity Date.

“ Investment Adviser ” means Barings LLC.

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

“ Investment Management Agreement ” means the Investment Management Agreement dated as of even date herewith between the Investment Adviser and the Borrower.

“ IRS ” means the United States Internal Revenue Service.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority, self-regulatory organization, market, exchange, or clearing facility charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,

requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, self-regulatory organization, market, exchange, or clearing facility, in each case whether or not having the force of law.

“ Lenders ” has the meaning specified in the introductory paragraph hereto.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.

“ LIBOR ” means the rate per annum equal to the London Interbank Offered Rate.

“ LIBOR Screen Rate ” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“ LIBOR Successor Rate ” has the meaning specified in Section 10.01.

“ LIBOR Successor Rate Amendment ” has the meaning specified in Section 10.01.

“ LIBOR Successor Rate Conforming Changes ” means, with respect to any proposed LIBOR Successor Rate Amendment, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Company).

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Limited Liability Company Agreement ” means the Limited Liability Company Agreement of the Company dated as of August 3, 2018 including any permitted amendments thereto from time to time.

“ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan.

“ Loan Documents ” means this Agreement, the Security Agreement, the Collateral Administration Agreement, each Assignment and Assumption, the Investment Management Agreement, each Note and the Fee Letter.

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

“ Markit ” has the meaning specified in Annex C.

“ Material Adverse Effect ” means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), a materially adverse effect on (a) the financial condition or operations of the Borrower, (b) the legality, validity or enforceability of any of the Loan Documents, (c) the right or ability of the Borrower to perform any of its obligations under any of the Loan Documents, (d) the rights or remedies of the Lender under any of the Loan Documents or of the Borrower under the Collateral Assets, or (e) the imposition of (or increase in the applicable amount of) any tax (including the requirement for any deduction or withholding for or on account of any tax) in relation to the receipt of payments by Lender from Borrower in respect of the Facility.

“ Maturity Date ” means the second anniversary of the Closing Date; provided , however , that if such date is not a Business Day, the Maturity Date shall be the next following Business Day.

“ Moody’s ” has the meaning specified in Annex C .

“ Moody’s Rating ” has the meaning specified in Annex C .

“ Non-Qualifying Assets ” has the meaning specified in Annex C .

“ Net Asset Value ” means an amount equal to the excess of (i) (A) the aggregate of the Current Market Values of each Collateral Asset meeting the Eligibility Criteria (whether or not included in the Borrowing Base) other than Cash and Cash Equivalents plus (B) the par value of all Cash and Cash Equivalents owned by the Borrower over (ii) the sum of the Total Outstandings and other liabilities of the Borrower, in each case expressed as a Dollar Equivalent.

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of a majority of Lenders or all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit B .

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company arising under any Loan Document or otherwise with respect to any Loan, whether

direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“ Offer ” has the meaning specified in Annex C .

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to the Borrower or any other limited liability company, the certificate or articles of formation or organization and operating agreement (which, in the case of the Borrower, is the Limited Liability Company Agreement); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ 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 Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b )).

“ Outstanding Amount ” means, with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Eligible Currency other than Dollars, an overnight rate determined by the Administrative Agent, in accordance with banking industry rules on interbank compensation.

“ Participant ” has the meaning specified in Section 10.06(d) .

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

“ Permitted Liens ” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for any state, municipal or other local Tax that is not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided, (b) Liens imposed by Laws, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) Liens in favor of the Administrative Agent or any Lender granted pursuant to or by any Loan Document, (d) a Permitted Collateral Administrator Lien (as defined in the Collateral Administration Agreement) and (e) with respect to agented Collateral Assets, Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of indebtedness of such obligor under the related Collateral Asset. Notwithstanding the preceding sentence, no Lien for any Indebtedness other than the Obligations will be a Permitted Lien.

“ Permitted Uses ” means (i) the purchase of Collateral Assets, (ii) the payment of Taxes fees or other expenses of Borrower to maintain its corporate existence or otherwise directly related to managing the portfolio of Collateral Assets, including, without limitation, fees payable under the Investment Management Agreement, (iii) distributions to Borrower Parent if no Default has occurred or would occur after giving effect to such distributions, (iv) solely with respect to the initial Credit Extension, the payment of any amounts due under the Fee Letter and (v) distributions from Borrower to Borrower Parent that are permitted pursuant to Section 7.06.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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

“ Plan Assets ” means assets of any (i) employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, (ii) plan (as defined in Section 4975(e)(1) of the Code) to which Section 4975 of the Code applies, or (iii) non-US, church or governmental plan subject to non-US, federal, state or local laws, rules or regulations substantially similar to Title I of ERISA or Section 4975 of the Code.

“ Platform ” has the meaning specified in Section 6.02 .

“ Pricing Source ” has the meaning specified in Annex C .

“ Prime Rate ” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of

America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Rate Determination Date ” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).

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

“ Register ” has the meaning specified in Section 10.06(c) .

“ Regulatory Event ” means with respect to a Person: (a) the indictment of it or any of its executive officers who are primarily responsible for the management of the Collateral for an act that constitutes fraud or criminal activity related to its business of providing asset management services; or (b) the finding by a court or regulator with respect to a willful, bad faith or fraudulent making of a false statement or omission, or the issuance of an injunction from causing any material violations of any securities or criminal laws, with respect to it or any of its executive officers who are primarily responsible for the management of the Collateral and, solely in the case of any such executive officer, such executive officer has not been removed from having responsibility for the management of the Collateral within ten (10) business days of such indictments, finding or issuance.

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

“ Request for Credit Extension ” means with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice.

“ Required Lenders ” means, at any time, (a) Bank of America, N.A., as a Lender and (b) Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“ Required Ratings ” has the meaning specified in Annex C .

“ Responsible Officer ” means with respect to the Company any director or officer or any other Person who is authorized to act for the Company, solely for purposes of the delivery of

incumbency certificates pursuant to Section 4.01 , the secretary or any assistant secretary of the Company and, solely for purposes of notices given pursuant to Article II , any other officer or employee of the Company or the Investment Adviser so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Company shall be conclusively presumed to have been authorized by all necessary limited liability company, corporate, partnership and/or other action on the part of the Company and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Company.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Company or Borrower Parent, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Company’s or Borrower Parent’s stockholders, partners or members (or the equivalent Person thereof).

“ Revolving Credit Exposure ” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Committed Loans.

“ S&P ” has the meaning specified in Annex C .

“ S&P Rating ” has the meaning specified in Annex C .

“ Sanction(s) ” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Lien Bank Loan ” has the meaning specified in Annex C .

“ Secured Parties ” shall mean the Lenders and the Administrative Agent.

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

“ Security Agreement ” means the Security Agreement between the Administrative Agent and the Company, dated as of even date herewith.

“ Senior Secured Bond ” has the meaning specified in Annex C .

“ Senior Subordinated Bond ” has the meaning specified in Annex C .

“ Special Purpose Entity Requirements ” means the obligations of the Company to comply with the provisions set forth in Annex D .

“ Special Situation Asset ” has the meaning specified in Annex C .

“ Specified Default ” means (i) any event or condition that, with the giving of any notice, the passage of time, or both, would be an Event of Default under clauses (a) or (d) of Section 8.01, (ii) an Event of Default arising from a Credit Trigger referred to in clause (iv) of the definition thereof or (iii) any Event of Default has occurred and the Administrative Agent has given notice of acceleration or exclusive control or has exercised any other remedies under Section 8.02.

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

“ Structured Finance Security ” has the meaning specified in Annex C .

“ Subordinated Bond ” has the meaning specified in Annex C .

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

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

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

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

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

“ Total Credit Exposure ” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans.

“ Type ” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“ UCC ” shall have the meaning specified in the Security Agreement.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unused Amount ” means, as of any date of determination, the greater of (a) zero and (b) an amount equal to the Aggregate Commitments minus Total Outstandings; provided, however, that the Unused Amount shall be deemed to be zero for each day from and including the Closing Date through but excluding the 90th day after the Closing Date.

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

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .

“ Unsecured Bond ” has the meaning specified in Annex C .

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02      Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)      The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document

(including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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

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

(d)      Unless explicitly stated otherwise, any reference to a notice, consent or similar acknowledgement provision, whether or not such action is stated to be written, shall be provided via email.

1.03      Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

1.04      Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05      Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06      Business Day Convention. Unless otherwise specified, in the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such

time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

ARTICLE II.     
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01      Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Committed Loan ”) to the Borrower in Dollars from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Section 2.03 or Section 2.05 and reborrow under this Section 2.01 or Section 2.05. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Lenders’ total Commitments shall be allocated between a Class A Loan Commitment and a Class A-1 Loan Commitment as set forth on Schedule 2.01. On the Class A Loan Maturity Date, the Class A Loan Commitment shall expire and be reduced to zero. The Class A Loan Maturity Date may be extended upon request of the Borrower, subject to the prior written consent of 100% of the Class A Lenders in their sole discretion. Such request must be made no later than 10 Business Days prior to the then current Class A Loan Maturity Date in a form of extension request specified in Schedule 1. The Class A Lenders shall give written notice to the Administrative Agent of any agreement to extend the Class A Loan Maturity Date, and the date of such extended Class A Loan Maturity Date, at least 5 Business Days prior to the then current Class A Loan Maturity Date.

2.02      Borrowings, Conversions and Continuations of Committed Loans. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other (other than the conversion of Eurocurrency Loans to Base Rate Loans at the end of the applicable Interest Period), and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent and Collateral Administrator, which may be given in writing, including via email. Each such notice must be received by the Administrative Agent not later than 11:00 am New York time (a) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of any Eurocurrency Rate Loans and (b) one Business Day prior to the requested date of any Borrowing of, or conversion to, any Base Rate Loan. Each written notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or in the amount of the unused portion of the Commitments. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or in the amount of the unused portion of the Commitments. Each Committed Loan Notice shall specify (i) whether the Company is requesting

a Committed Borrowing, a conversion of Committed Loans from one Type to the other (other than the conversion of Eurocurrency Loans to Base Rate Loans at the end of the applicable Interest Period), or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or continued or to which existing Committed Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(a)      All Committed Loans shall be allocated between the Class A-1 Commitment and Class A Commitment pro rata based on the Class A Loan Fraction and the Class A-1 Loan Fraction on the date of the Committed Loan Notice. Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the applicable Class A Loan Fraction, Class A-1 Loan Fraction, and the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the Company in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(b)      Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of a Default, no Loans may be converted to or continued as Eurocurrency Rate Loans without the consent of the Required Lenders.

(c)      The Administrative Agent shall promptly notify in writing the Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify in writing the Company and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.

(d)      After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Eurocurrency Rate Loans.

2.03      Prepayments.

(a)      The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. All repayments of outstanding Loans pursuant to this Section 2.03(a) shall be allocated pro rata based on the Revolving Credit Exposure of the respective Lenders on the date of the relevant repayment. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing will not be consummated or will otherwise be delayed.

(b)      If the Administrative Agent or the Calculation Agent notifies the Borrower at any time that a Borrowing Base Deficiency exists at such time (the date of such notice, the “Borrowing Base Deficiency Notice Date”), then the Borrower shall (i) give notice to the Administrative Agent and Lenders of its intent to cure any Borrowing Base Deficiency by 5:00 p.m. on the Business Day following the delivery of notice via electronic mail to the Borrower of the Borrowing Base Deficiency arose (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (ii) cure any Borrowing Base Deficiency by 5:00 p.m. on the fourth Business Day after the Borrowing Base Deficiency Notice Date by either (A) repaying outstanding Loans, selling Collateral Assets and depositing the proceeds of such sale into the Collateral Account or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account so that the Borrowing Base will thereupon equal or exceed the Total Outstandings or (B) delivering to the Administrative Agent a written report showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets, which report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such report) only if such sales are to Approved Dealers and Borrower reasonably expects

such sales to be settled within 30 days of the Borrower’s commitment to such sale; provided, however, Borrower shall not have the right to cure any such Borrowing Base Deficiency to the extent Borrower disposed of any Collateral Asset with knowledge that such disposition would give rise to such Borrowing Base Deficiency hereunder . All repayments of outstanding Loans pursuant to this Section 2.03(b) shall be allocated pro rata based on the Revolving Credit Exposure of the respective Lenders on the date of the relevant repayment.

(c)      Any prepayment of any Eurocurrency Rate Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in respect of the amount prepaid and any additional amounts required pursuant to Section 3.05 .

2.04      Termination or Reduction of Commitments.     The Company may, at its discretion, and upon notice to the Administrative Agent, on any date terminate the Aggregate Commitments or from time to time, permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $1,000,000 and in multiples of $500,000 in excess thereof or, if less, the entire Aggregate Commitments (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. Each optional termination of the Aggregate Commitments shall be allocated between the Class A Loan Commitment and Class A-1 Loan Commitment at the election of the Borrower; provided, however, that in no event may the Borrower effect a termination of the Class A-1 Loan Commitment in whole or in part that would result in a Class A-1 Loan Fraction that is lower than the Class A-1 Loan Fraction as of the Closing Date. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any termination of the Class A Loan Commitment shall be applied to the Class A Loan Commitment of each Lender, and any termination of the Class A-1 Loan Commitment shall be applied to the Class A-1 Loan Commitment of each Lender, in each case, according to its Applicable Loan Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed.

(a)      On any date on which the Borrower terminates or permanently reduces the Aggregate Commitments as set forth above, unless the Commitment reductions are solely pro rata based on the Class A Loan Commitment and Class A-1 Loan Commitment as of the date, (i) the Borrower shall prepay on the relevant date in accordance with Section 2.03 the aggregate Outstanding Amount of all Committed Loans, pro rata to all Lenders based on their respective Revolving Credit Exposure, and irrespective of the portion of such Lenders’ Class A Loan Commitment or Class A-1 Loan Commitment that is being terminated or reduced, (ii) the Borrower may reborrow on such date the amounts repaid to the extent of the available Class A Commitment and Class A-1 Commitment after the relevant termination or reduction (such reborrowing to be made pro rata based on the Class A Loan Fraction and Class A-1 Loan Fraction after giving effect to such termination or reduction), in

accordance with and subject to the terms and conditions of Section 2.02 and Section 4.02 and (iii) to the extent a Lender would receive repayment of Committed Loans on such date of repayment and would also fund a Committed Loan in respect of the Class A Commitment or Class A-1 Commitment on such date, such amounts shall be netted. If for any reason the Borrower would not be able to re-borrow the entire amount required under the preceding clause (ii), the Commitment reductions shall be solely pro rata based on the Class A Loan Commitment and Class A-1 Loan Commitment as of the relevant date. For the avoidance of doubt, prepayment and reborrowing of Committed Loans in accordance with the foregoing on any Interest Payment Date will not result in any breakage or related costs, and prepayment and reborrowing of Committed Loans in accordance with the foregoing other than on an Interest Payment Date will result in breakage or related costs with respect to any Lender only to the extent of the net prepayment to such Lender resulting from the relevant repayment and reborrowing.

2.05      Repayment of Loans; Reborrowing, Repayment on Maturity Date. The Borrower shall repay to the Lenders on the Class A Loan Maturity Date the Outstanding Amount of the Committed Loans made to the Borrower by the Class A Lenders. For the avoidance of doubt, repayment in full of the Class A Loan Commitment on the Class A Loan Maturity Date will not result in any breakage or related costs.

For the avoidance of doubt, after the Class A Loan Maturity Date, the Borrower may continue to borrow on the Class A-1 Commitment, to the extent available. Any such borrowing shall be in accordance with and subject to the terms and conditions of Section 2.02 and Section 4.02. To the extent a Lender would receive repayment of Committed Loans on the Class A Loan Maturity Date and would also fund a Committed Loan in respect of the Class A-1 Loan Commitment on such date, such amounts shall be netted.

The Borrower shall repay to the Lenders on the Maturity Date the Outstanding Amount of the Committed Loans made to the Borrower from all Lenders.

2.06      Interest.

(a)      Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate and (ii) each Base Rate Loan shall bear interest on the Outstanding Amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.    

(b)      (i)    If any amount of principal of any Loan is not paid when due (without giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i)      If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the written request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating

interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws and shall continue to bear interest at such rate until but excluding the date on which such Event of Default is cured or waived.

(ii)      Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)      Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon written demand.

(c)      Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.07      Fees.

(a)     Commitment Fee . Subject to Section 2.12(a)(iii), the Borrower shall pay to the Administrative Agent for the account of each Lender

(i)      in accordance with its Applicable Loan Percentage, a commitment fee in Dollars equal to the Class A Loan Fraction times (i) the actual daily Unused Amount times (2) the Commitment Fee Rate, divided by (ii) 360

(ii)      in accordance with its Applicable Loan Percentage, a commitment fee in Dollars equal to the Class A-1 Loan Fraction times (i) the actual daily Unused Amount times the Commitment Fee Rate, divided by (ii) 360.

The commitment fee shall accrue at all times from and including the Closing Date to and excluding the date that is 30 days prior to the Maturity Date, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable on each Commitment Fee Payment Date. The commitment fee shall be calculated in arrears for each Commitment Fee Calculation Period and if there is any change in the Commitment Fee Rate, Class A Loan Fraction, Class A-1 Loan Fraction or Applicable Loan Percentage during any Commitment Fee Calculation Period, the actual daily amount shall be computed and multiplied by the Commitment Fee Rate separately for each day during such Commitment Fee Calculation Period that such Commitment Fee Rate, Class A Loan Fraction, Class A-1 Loan Fraction or Applicable Loan Percentage was in effect.

(b)      Makewhole Fee . Subject to Section 2.12(a)(iii) , if the Aggregate Commitments are terminated in whole or in part pursuant to Section 2.04 prior to the six month anniversary of the Closing Date, then Borrower shall pay to the Administrative Agent for the account of each Lender:

(i)      in accordance with its Applicable Loan Percentage in respect of the Class A Loan Commitment, a fee equal to the value in Dollars of all future amounts that would have been payable in respect of the Class A Loan Commitment (or terminated portion thereof) during the period from the termination date amounts to Class A Loan Maturity Date assuming that the Outstanding Amount is equal to the Aggregate Commitments (or terminated portion thereof), the Applicable Rate is equal to the Makewhole Fee Rate set forth in Schedule 1.01 and LIBOR is zero; and

(ii)      in accordance with its Applicable Loan Percentage in respect of the Class A-1 Loan Commitment a fee equal to the value in Dollars of all future amounts that would have been payable in respect of the Class A-1 Loan Commitments (or terminated portion thereof) during the period from the termination date to the Maturity Date assuming that the Outstanding Amount is equal to the Aggregate Commitments (or terminated portion thereof), the Applicable Rate is equal to the Makewhole Fee Rate set forth in Schedule 1.01 and LIBOR is zero.

Any Aggregate Commitments terminated in whole or in part after the six month anniversary of the Closing Date shall not be subject to a Makewhole Fee.

(c)      Other Fees .

(i)      The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)      The Borrower shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.08      Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest or demonstrable error.

2.09      Evidence of Debt. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business in accordance with its usual practice. Subject to Section 10.06(c),

the accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest or demonstrable error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest or demonstrable error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

2.10      Payments Generally; Administrative Agent’s Clawback.

(a)      General . All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. All payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent may require that any payments due under this Agreement be made in the United States. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next following Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that this sentence shall not apply to payments made on the Maturity Date without giving effect to the proviso in the definition of such term.

(b)      (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower (so long as the applicable Lender is not Bank of America or an Affiliate thereof) severally agree to pay to the Administrative Agent forthwith on written demand such corresponding amount

in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(i)      Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on written demand the amount so distributed to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

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

(c)      Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to the Borrower as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)      Obligations of Lenders Several . The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c) .

(e)      Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.11      Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that: