10-Q

3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-56369

Goldman Sachs Middle Market Lending Corp. II

(Exact Name of Registrant as Specified in Its Charter)

Delaware	87-3643363
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 655-4419

Not Applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

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

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

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

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

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

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of May 9, 2023 was 9,467,668.

1

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023

	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements (Unaudited)	4
	Consolidated Statements of Assets and Liabilities	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Changes in Net Assets	6
	Consolidated Statement of Cash Flows	7
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	16
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	44
ITEM 4.	Controls and Procedures	44
PART II	OTHER INFORMATION	44
ITEM 1.	Legal Proceedings	44
ITEM 1A.	Risk Factors	44
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
ITEM 3.	Defaults Upon Senior Securities	45
ITEM 4.	Mine Safety Disclosures	45
ITEM 5.	Other Information	45
ITEM 6.	Exhibits	45
SIGNATURES		47

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this report and in our annual report on Form 10-K for the year ended December 31, 2022, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report and in our annual report on Form 10-K for the year ended December 31, 2022, because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•our future operating results;

•disruptions in the capital markets, market conditions, and general economic uncertainty;

•changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic;

•uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine;

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

•the impact of investments that we expect to make;

•the impact of increased competition;

•our contractual arrangements and relationships with third parties;

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

•the ability of our current and prospective portfolio companies to achieve their objectives;

•the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser of the Company;

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

•our ability to make distributions;

•the adequacy of our cash resources and working capital;

•changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”);

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

•the impact of future acquisitions and divestitures;

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

•our ability to maintain our status as a BDC;

•our ability to maintain our status under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) as a regulated investment company (“RIC”) and our qualification for tax treatment as a RIC;

•actual and potential conflicts of interest with the Investment Adviser and its affiliates;

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

•the impact on our business from new or amended legislation or regulations, including the Inflation Reduction Act of 2022;

•the availability of credit and/or our ability to access the equity and capital markets;

•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•the impact of rising inflation and the risk of recession on our portfolio companies;

•the effect of global climate change on our portfolio companies;

•the impact of interruptions in the supply chain on our portfolio companies; and

•the increased public scrutiny of and regulation related to corporate social responsibility.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

	March 31,		December 31,
	2023 (Unaudited)		2022
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $271,330 and $247,053)	$	269,855	$	245,817
Non-controlled affiliated investments (cost of $3,782 and $3,785)		3,851		3,843
Total investments, at fair value (cost of $275,112 and $250,838)	$	273,706	$	249,660
Investments in affiliated money market fund (cost of $7,313 and $—)		7,313		—
Cash		3,721		3,675
Interest and dividends receivable		2,288		2,332
Deferred financing costs		3,165		484
Other assets		77		—
Total assets	$	290,270	$	256,151
Liabilities
Debt	$	111,956	$	79,443
Interest and other debt expenses payable		527		399
Management fees payable		497		393
Distribution payable		—		3,574
Accrued expenses and other liabilities		682		686
Total liabilities	$	113,662	$	84,495
Commitments and contingencies (Note 7)
Net assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized and no shares issued and outstanding)	$	—	$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 9,467,668 and 9,405,496 shares issued and outstanding as of March 31, 2023 and December 31, 2022)		9		9
Paid-in capital in excess of par		174,700		173,555
Distributable earnings (loss)		1,899		(1,908	)
Total net assets	$	176,608	$	171,656
Total liabilities and net assets	$	290,270	$	256,151
Net asset value per share	$	18.65	$	18.25

The accompanying notes are part of these unaudited consolidated financial statements.

4

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	6,923		$	644
Payment-in-kind income		704			20
Other income		117			16
From non-controlled affiliated investments:
Interest income		97			—
Dividend income		28			1
Other income		4			—
Total investment income	$	7,873		$	681
Expenses:
Interest and other debt expenses	$	2,118		$	214
Management fees		497			71
Incentive fees		—			12
Professional fees		219			152
Directors’ fees		167			120
Directors’ and officers’ liability insurance		17			150
Offering costs		—			251
Other general and administrative expenses		303			197
Total expenses	$	3,321		$	1,167
Management fee waiver		—			(71	)
Net expenses	$	3,321		$	1,096
Net investment income (loss)	$	4,552		$	(415	)
Net realized and unrealized gains (losses):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	11		$	—
Foreign currency transactions		260			—
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(239	)		23
Non-controlled affiliated investments		11			—
Foreign currency translations		(788	)		54
Net realized and unrealized gains (losses)	$	(745	)	$	77
Net increase (decrease) in net assets from operations	$	3,807		$	(338	)
Weighted average shares outstanding		9,432,437			1,761,808
Net investment income (loss) per share (basic and diluted)	$	0.48		$	(0.24	)
Earnings (loss) per share (basic and diluted)	$	0.40		$	(0.19	)

The accompanying notes are part of these unaudited consolidated financial statements.

5

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Changes in Net Assets

(in thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Net assets at beginning of period	$	171,656		$	26,928
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	4,552		$	(415	)
Net realized gain (loss)		271			—
Net change in unrealized appreciation (depreciation)		(1,016	)		77
Net increase (decrease) in net assets from operations	$	3,807		$	(338	)
Capital transactions:
Issuance of common shares	$	1,145		$	34,051
Net increase in net assets from capital transactions	$	1,145		$	34,051
Total increase in net assets	$	4,952		$	33,713
Net assets at end of period	$	176,608		$	60,641

The accompanying notes are part of these unaudited consolidated financial statements.

6

Goldman Sachs Middle Market Lending Corp. II

Consolidated Statements of Cash Flows

(in thousands, except shares and per share amounts)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Cash flows from operating activities:
Net increase (decrease) in net assets from operations:	$	3,807		$	(338	)
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of investments		(23,989	)		(13,175	)
Payment-in-kind interest capitalized		(710	)		(20	)
Investments in affiliated money market fund, net		(7,313	)		15,094
Proceeds from sales of investments and principal repayments		661			26
Net realized (gain) loss on investments		(11	)		—
Net change in unrealized (appreciation) depreciation on investments		228			(23	)
Net change in unrealized (appreciation) depreciation on foreign currency translation		(2	)		5
Amortization of premium and accretion of discount, net		(225	)		(35	)
Amortization of deferred financing costs		183			68
Amortization of deferred offering costs		—			251
Change in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable		44			(137	)
(Increase) decrease in other assets		(77	)		145
Increase (decrease) in interest and other debt expenses payable		147			9
Increase (decrease) in management fees payable		104			—
Increase (decrease) in incentive fees payable		—			12
Increase (decrease) in directors’ fees payable		—			120
Increase (decrease) in accrued expenses and other liabilities		33			193
Net cash provided by (used for) operating activities	$	(27,120	)	$	2,195
Cash flows from financing activities:
Proceeds from issuance of common stock	$	1,145		$	34,051
Offering costs paid		(37	)		(149	)
Distributions paid		(3,574	)		—
Financing costs paid		(2,883	)		(74	)
Borrowings on debt		32,513			13,940
Repayments of debt		—			(49,000	)
Net cash provided by (used for) financing activities	$	27,164		$	(1,232	)
Net increase (decrease) in cash	$	44		$	963
Effect of foreign exchange rate changes on cash and cash equivalents		2			(5	)
Cash, beginning of period		3,675			13,564
Cash, end of period	$	3,721		$	14,522
Supplemental and non-cash activities
Interest expense paid	$	1,643		$	119

The accompanying notes are part of these unaudited consolidated financial statements.

7

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of March 31, 2023

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1)	Industry	Interest Rate (2)	Reference Rate and Spread (2)	Maturity	Par/Shares (3)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 149.16%
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services	10.40%	S + 5.50%	05/08/28	$	7,642	$	7,507		$	7,489		(4) (5)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 5.50%	05/08/28		740		(13	)		(15	)	(4) (5) (6)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 5.50%	05/08/28		2,070		(18	)		(41	)	(4) (5) (6)
Bigchange Group Limited	Software	10.05%	SN + 6.00%	12/23/26		GBP 1,400		1,849			1,688		(4) (5) (7)
Bigchange Group Limited	Software	9.93%	SN + 6.00%	12/23/26		GBP 200		172			169		(4) (5) (6) (7)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26		GBP 280		(6	)		(8	)	(4) (5) (6) (7)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services	10.92%	S + 6.00%	01/25/28		6,228		6,136			5,917		(4) (5)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services		S + 6.00%	01/25/28		249		(4	)		(12	)	(4) (5) (6)
Businessolver.com, Inc.	Health Care Technology	10.66%	L + 5.50%	12/01/27		2,157		2,139			2,135		(4) (5)
Businessolver.com, Inc.	Health Care Technology	9.88%	L + 5.50%	12/01/27		586		48			44		(4) (5) (6)
Checkmate Finance Merger Sub, LLC	Entertainment	11.66%	L + 6.50%	12/31/27		3,629		3,569			3,520		(4) (5)
Checkmate Finance Merger Sub, LLC	Entertainment		L + 6.50%	12/31/27		367		(6	)		(11	)	(4) (5) (6)
Clearcourse Partnership Acquireco Finance Limited	IT Services	12.18%	SN + 8.25% (incl. 0.75% PIK)	07/25/28		GBP 11,609		13,679			13,963		(4) (5) (7)
Clearcourse Partnership Acquireco Finance Limited	IT Services	11.43%	SN + 7.50%	07/25/28		GBP 10,106		5,205			5,368		(4) (5) (6) (7)
CloudBees, Inc.	Software	11.84%	L + 7.00% (incl. 2.50% PIK)	11/24/26		3,373		3,210			3,314		(4) (5)
CloudBees, Inc.	Software	11.84%	L + 7.00% (incl. 2.50% PIK)	11/24/26		1,533		1,370			1,420		(4) (5) (6)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.31%	S + 5.50%	05/11/28		4,293		4,216			4,186		(4) (5)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	10.29%	S + 5.50%	05/11/28		615		174			169		(4) (5) (6)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 5.50%	05/11/28		1,294		(11	)		(32	)	(4) (5) (6)
Computer Services, Inc.	Diversified Financial Services	11.66%	S + 6.75%	11/15/29		15,867		15,408			15,391		(4) (5)
Coretrust Purchasing Group LLC	Diversified Financial Services	11.56%	S + 6.75%	10/01/29		13,236		12,858			12,839		(4) (5)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(27	)		(58	)	(4) (5) (6)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(54	)		(58	)	(4) (5) (6)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	11.66%	S + 6.75%	11/01/28		6,748		6,556			6,545		(4) (5)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	11.66%	S + 6.75%	11/01/28		638		46			45		(4) (5) (6)
DFS Holding Company, Inc.	Distributors	11.66%	S + 7.00%	01/31/29		4,164		4,041			4,101		(4)
DFS Holding Company, Inc.	Distributors		S + 7.00%	01/31/29		867		(13	)		(13	)	(4) (6)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense	11.65%	S + 6.75%	01/09/30		7,754		7,526			7,521		(4)
Frontgrade Technologies Holdings Inc.	Aerospace & Defense		S + 6.75%	01/09/28		802		(23	)		(24	)	(4) (6)
Governmentjobs.com, Inc. (dba NeoGov)	Software	10.41%	S + 5.50%	12/01/28		4,897		4,887			4,812		(4) (5)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/02/27		550		(1	)		(10	)	(4) (5) (6)
Governmentjobs.com, Inc. (dba NeoGov)	Software		S + 5.50%	12/01/28		1,718		(2	)		(30	)	(4) (5) (6)
Groundworks, LLC	Diversified Consumer Services	11.36%	S + 6.50%	03/14/30		1,867		1,811			1,811		(4)
Groundworks, LLC	Diversified Consumer Services		S + 6.50%	03/14/29		109		(3	)		(3	)	(4) (6)
Groundworks, LLC	Diversified Consumer Services		S + 6.50%	03/14/30		341		(5	)		(5	)	(4) (6)
HealthEdge Software, Inc.	Health Care Technology	11.94%	L + 7.00%	04/09/26		4,100		4,039			4,008		(4) (5)
HealthEdge Software, Inc.	Health Care Technology	11.94%	L + 7.00%	04/09/26		6,000		2,713			2,578		(4) (5) (6)
HealthEdge Software, Inc.	Health Care Technology	11.94%	L + 7.00%	04/09/26		387		387			378		(4) (5)
HealthEdge Software, Inc.	Health Care Technology	14.00%	P + 6.00%	04/09/26		400		128			124		(4) (5) (6)
HealthEdge Software, Inc.	Health Care Technology		L + 7.00%	04/09/26		1,100		(8	)		(25	)	(4) (5) (6)
HumanState Limited (dba PayProp)	Diversified Consumer Services	10.08%	SN + 6.00%	11/23/28		GBP 15,000		17,839			18,226		(4) (5) (7)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 2,300		(12	)		(43	)	(4) (5) (6) (7)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 6,460		21			(120	)	(4) (5) (6) (7)
iCIMS, Inc.	Professional Services	12.06%	S + 7.25% (incl. 3.88%PIK)	08/18/28		18,068		17,781			17,391		(4) (5)
iCIMS, Inc.	Professional Services		S + 7.25% (incl. 3.88%PIK)	08/18/28		1,703		(27	)		(64	)	(4) (5) (6)
iCIMS, Inc.	Professional Services		S + 7.25% (incl. 3.88%PIK)	08/18/28		4,568		—			(171	)	(4) (5) (6)

The accompanying notes are part of these unaudited consolidated financial statements.

8

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of March 31, 2023 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1)	Industry	Interest Rate (2)	Reference Rate and Spread (2)	Maturity	Par/Shares (3)		Cost			Fair Value			Footnotes
Intelligent Medical Objects, Inc.	Health Care Technology	10.62%	S + 6.00%	05/11/29	$	3,607	$	3,542		$	3,535		(4) (5)
Intelligent Medical Objects, Inc.	Health Care Technology	10.74%	S + 6.00%	05/11/28		400		149			148		(4) (5) (6)
Intelligent Medical Objects, Inc.	Health Care Technology		S + 6.00%	05/11/29		900		(8	)		(18	)	(4) (5) (6)
iWave Information Systems, Inc.	Software	11.80%	S + 6.75%	11/23/28		8,891		8,678			8,668		(4) (5) (7)
iWave Information Systems, Inc.	Software		S + 6.75%	11/23/28		1,087		(26	)		(27	)	(4) (5) (6) (7)
Kaseya Inc.	IT Services	10.65%	S + 5.75%	06/25/29		5,800		5,720			5,713		(4) (5)
Kaseya Inc.	IT Services		S + 5.75%	06/25/29		350		(2	)		(5	)	(4) (5) (6)
Kaseya Inc.	IT Services		S + 5.75%	06/25/29		350		(5	)		(5	)	(4) (5) (6)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	11.77%	S + 7.00%	03/18/27		9,663		9,061			9,046		(4) (5) (6)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	11.16%	S + 6.00%	06/01/28		6,808		6,687			6,468		(4) (5)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	10.71%	S + 6.00%	06/01/28		1,712		1,124			1,069		(4) (5) (6)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services		S + 6.00%	06/01/28		857		(15	)		(43	)	(4) (5) (6)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	10.62%	S + 5.75%	12/15/27		5,167		5,018			5,063		(4) (5)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	10.62%	S + 5.75%	12/15/27		1,193		1,173			1,169		(4) (5)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	13.00%	P + 5.00%	12/15/27		259		48			47		(4) (5) (6)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	10.70%	L + 5.75%	11/30/27		1,988		1,956			1,929		(4) (5)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	10.61%	L + 5.75%	11/30/27		2,019		1,739			1,710		(4) (5) (6)
NFM & J, L.P. (dba the Facilities Group)	Professional Services		P + 4.75%	11/30/27		349		(5	)		(10	)	(4) (5) (6)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.54%	S + 7.50%	07/18/28		7,810		7,668			7,654		(4) (5)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.54%	S + 7.50%	07/18/28		770		763			755		(4) (5)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.53%	S + 7.50%	07/18/28		880		407			389		(4) (5) (6)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 7.50%	07/18/28		605		(11	)		(12	)	(4) (5) (6)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 7.50%	07/18/28		880		(8	)		(18	)	(4) (5) (6)
Qualawash Holdings, LLC	Commercial Services & Supplies	10.32%	L + 5.50%	08/31/26		2,907		2,870			2,907		(4) (5)
Qualawash Holdings, LLC	Commercial Services & Supplies	12.50%	P + 4.50%	08/31/26		733		663			671		(4) (5) (6)
Qualawash Holdings, LLC	Commercial Services & Supplies	10.26%	L + 5.50%	08/31/26		736		240			248		(4) (5) (6)
Rubrik,Inc.	Software	12.64%	S + 7.00%	06/10/27		11,126		10,932			10,903		(4) (5)
Rubrik,Inc.	Software	12.26%	S + 7.00%	06/10/27		1,272		541			515		(4) (5) (6)
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services	11.36%	S + 6.25%	06/15/26		3,354		3,257			3,253
Solaris (dba Urology Management Holdings, Inc.)	Health Care Providers & Services		S + 6.25%	06/15/26		1,681		(48	)		(50	)	(6)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	10.92%	S + 6.00%	07/06/27		3,474		3,413			3,404		(4) (5) (8)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		600		(10	)		(12	)	(4) (5) (6) (8)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		2,400		(21	)		(48	)	(4) (5) (6) (8)
SpendMend, LLC	Health Care Providers & Services	10.61%	S + 5.50%	03/01/28		3,464		3,412			3,377		(4) (5)
SpendMend, LLC	Health Care Providers & Services	10.61%	S + 5.50%	03/01/28		1,517		594			572		(4) (5) (6)
SpendMend, LLC	Health Care Providers & Services	10.60%	S + 5.50%	03/01/28		456		176			171		(4) (5) (6)
Spotless Brands, LLC	Diversified Consumer Services	11.50%	S + 6.75%	07/25/28		10,671		10,363			10,351		(4) (5)
Spotless Brands, LLC	Diversified Consumer Services		S + 6.75%	07/25/28		1,650		(23	)		(50	)	(4) (5) (6)
Trader Corporation	Automobiles	11.68%	C + 6.75%	12/21/29		CAD 17,049		12,326			12,299		(4) (5) (7)
Trader Corporation	Automobiles		C + 6.75%	12/22/28		CAD 1,279		(14	)		(24	)	(4) (5) (6) (7)
WebPT, Inc.	Health Care Technology	11.65%	S + 6.75%	01/18/28		3,255		3,214			3,158		(4) (5)
WebPT, Inc.	Health Care Technology	11.77%	S + 6.75%	01/18/28		278		179			174		(4) (5) (6)
WebPT, Inc.	Health Care Technology		S + 6.75%	01/18/28		278		(2	)		(8	)	(4) (5) (6)
Whitewater Holding Company LLC	Diversified Consumer Services	10.80%	L + 5.75%	12/21/27		2,019		1,986			1,964		(4) (5)
Whitewater Holding Company LLC	Diversified Consumer Services	10.82%	L + 6.00%	12/21/27		6,198		1,617			1,563		(4) (5) (6)

The accompanying notes are part of these unaudited consolidated financial statements.

9

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of March 31, 2023 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

Investment (1)	Industry	Interest Rate (2)	Reference Rate and Spread (2)	Maturity	Par/Shares (3)		Cost		Fair Value			Footnotes
Whitewater Holding Company LLC	Diversified Consumer Services	10.73%	L + 5.75%	12/21/27	$	678	$	667	$	659		(4) (5)
Whitewater Holding Company LLC	Diversified Consumer Services	10.80%	L + 5.75%	12/21/27		674		663		655		(4) (5)
Whitewater Holding Company LLC	Diversified Consumer Services	10.72%	L + 5.75%	12/21/27		270		178		175		(4) (5) (6)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	11.31%	S + 6.50%	07/01/27		9,062		9,062		8,971		(4) (5)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development		S + 6.50%	07/01/27		938		—		(9	)	(4) (5) (6)
Total 1st Lien/Senior Secured Debt								264,970		263,423
1st Lien/Last-Out Unitranche (9)- 3.67%
EDB Parent, LLC (dba Enterprise DB)	Software	11.90%	S + 7.00% PIK	07/07/28	$	6,169	$	6,019	$	6,015		(4) (5)
EDB Parent, LLC (dba Enterprise DB)	Software	11.90%	S + 7.00% PIK	07/07/28		2,401		526		466		(4) (5) (6)
Total 1st Lien/Last-Out Unitranche								6,545		6,481

Investment (1)	Industry	Initial Acquisition Date(10)	Par/Shares (3)		Cost		Fair Value		Footnotes
Preferred Stock - 1.69%
CloudBees, Inc.	Software	11/24/21		134,557	$	1,505	$	1,604	(4) (5) (11)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		1,237		1,206		1,384	(4) (5) (11)
Total Preferred Stock						2,711		2,988
Common Stock - 0.45%
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	07/06/22		400	$	400	$	507	(4) (5) (8) (11)
Whitewater Holding Company LLC	Diversified Consumer Services	12/21/21		2,700		270		280	(4) (5) (11)
Total Common Stock						670		787
Warrants - 0.01%
CloudBees, Inc.	Software	11/24/21		38,977	$	216	$	27	(4) (5) (11)
Total Warrants						216		27
Investments in Affiliated Money Market Fund - 4.14%
Goldman Sachs Financial Square Government Fund - Institutional Shares				7,312,791	$	7,313	$	7,313	(12) (13)
Total Investments in Affiliated Money Market Fund						7,313		7,313
Total Investments - 159.12%					$	282,425	$	281,019

The accompanying notes are part of these unaudited consolidated financial statements.

10

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of March 31, 2023 (continued)

(in thousands, except share and per share amounts)

(Unaudited)

(1)Percentages are based on net assets.

(2)Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), CDOR("C") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of March 31, 2023, rates for the 12 month, 6 month, 3 month and 1 month L are 5.31%, 5.31%, 5.19% and 4.86%, respectively. As of March 31, 2023, 1 month S was 4.80%, 3 month S was 4.91%, 3 month SN was 4.18%, 3 month C was 5.03% and P was 6.70%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2023.

(3)Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Great British pound ("GBP") or Canadian dollar ("CAD").

(4)Represents co-investments made in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

(5)The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

(6)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies".

(7)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2023 the aggregate fair value of these securities is $60,159 or 20.73% of the Company’s total assets.

(8)As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

(9)In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(10)Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. As of March 31, 2023, the aggregate fair value of these securities is $3,802 or 2.15% of the Company's net assets. The initial acquisition dates have been included for such securities.

(11)Non-income producing security.

(12)The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.

(13)The annualized seven-day yield as of March 31, 2023 is 4.72%.

PIK - Payment-In-Kind

The accompanying notes are part of these unaudited consolidated financial statements.

11

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022

(in thousands, except share and per share amounts)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 139.64%
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services	10.08%	S + 5.50%	05/08/28	$	7,661	$	7,521		$	7,508		(1) (2)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	05/08/28		740		(13	)		(15	)	(1) (2) (3)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	05/08/28		2,070		(19	)		(41	)	(1) (2) (3)
Bigchange Group Limited	Software	9.43%	SN + 6.00%	12/23/26		GBP 1,400		1,847			1,654		(1) (2) (4)
Bigchange Group Limited	Software	9.43%	SN + 6.00%	12/23/26		GBP 100		58			55		(1) (2) (3) (4)
Bigchange Group Limited	Software		SN + 6.00%	12/23/26		GBP 280		(6	)		(8	)	(1) (2) (3) (4)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services	10.44%	S + 6.00%	01/25/28		6,228		6,133			5,979		(1) (2)
BSI3 Menu Buyer, Inc (dba Kydia)	Diversified Financial Services		S + 6.00%	01/25/28		249		(4	)		(10	)	(1) (2) (3)
Businessolver.com, Inc.	Health Care Technology	9.67%	L + 5.50%	12/01/27		2,162		2,144			2,141		(1) (2)
Businessolver.com, Inc.	Health Care Technology	9.88%	L + 5.50%	12/01/27		586		47			44		(1) (2) (3)
Checkmate Finance Merger Sub, LLC	Entertainment	11.23%	L + 6.50%	12/31/27		3,639		3,575			3,529		(1) (2)
Checkmate Finance Merger Sub, LLC	Entertainment		L + 6.50%	12/31/27		367		(6	)		(11	)	(1) (2) (3)
Clearcourse Partnership Acquireco Finance Limited	IT Services	10.69%	SN + 7.25% (Incl. 0.75% PIK)	07/25/28		GBP 11,296		13,280			13,315		(1) (2) (4)
Clearcourse Partnership Acquireco Finance Limited	IT Services	9.55%	SN + 7.25% PIK	07/25/28		GBP 10,019		3,914			3,977		(1) (2) (3) (4)
CloudBees, Inc.	Software	11.39%	L + 7.00% (incl. 2.50% PIK)	11/24/26		3,352		3,180			3,293		(1) (2)
CloudBees, Inc.	Software	11.39%	L + 7.00% (incl. 2.50% PIK)	11/24/26		1,524		1,357			1,411		(1) (2) (3)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	9.82%	S + 5.50%	05/11/28		4,304		4,224			4,196		(1) (2)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services	9.82%	S + 5.50%	05/11/28		615		112			108		(1) (2) (3)
Coding Solutions Acquisition, Inc.	Health Care Providers & Services		S + 5.50%	05/11/28		1,294		(12	)		(32	)	(1) (2) (3)
Computer Services, Inc.	Diversified Financial Services	11.15%	S + 6.75%	11/15/29		15,867		15,396			15,391		(1)
Coretrust Purchasing Group LLC	Diversified Financial Services	10.84%	S + 6.75%	10/01/29		13,269		12,881			12,871		(1) (2)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(28	)		(58	)	(1) (2) (3)
Coretrust Purchasing Group LLC	Diversified Financial Services		S + 6.75%	10/01/29		1,932		(56	)		(58	)	(1) (2) (3)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	10.97%	S + 6.75%	11/01/28		6,765		6,566			6,562		(1)
CST Buyer Company (dba Intoxalock)	Diversified Consumer Services	10.97%	S + 6.75%	11/01/28		638		45			45		(1) (3)
DFS Holding Company, Inc.	Distributors		S + 7.00%	01/31/29		5,394		—			—		(1) (3)
DFS Holding Company, Inc.	Distributors		S + 7.00%	01/31/29		1,124		—			—		(1) (3)
DFS Holding Company, Inc.	Distributors		S + 7.00%	01/31/29		787		—			—		(1) (3)
Governmentjobs.com, Inc. (dba NeoGov)	Software	9.88%	L + 5.50%	12/01/28		4,910		4,899			4,824		(1) (2)
Governmentjobs.com, Inc. (dba NeoGov)	Software		L + 5.50%	12/02/27		550		(1	)		(10	)	(1) (2) (3)
Governmentjobs.com, Inc. (dba NeoGov)	Software		L + 5.50%	12/01/28		1,718		(2	)		(30	)	(1) (2) (3)
HealthEdge Software, Inc.	Health Care Technology	11.74%	L + 7.00%	04/09/26		4,100		4,035			4,008		(1) (2)
HealthEdge Software, Inc.	Health Care Technology	11.74%	L + 7.00%	04/09/26		387		387			378		(1) (2)
HealthEdge Software, Inc.	Health Care Technology		L + 7.00%	04/09/26		400		(6	)		(9	)	(1) (2) (3)
HealthEdge Software, Inc.	Health Care Technology		L + 7.00%	04/09/26		1,100		(8	)		(25	)	(1) (2) (3)
HealthEdge Software, Inc.	Health Care Technology		L + 7.00%	04/09/26		6,000		—			(135	)	(1) (2) (3)
HumanState Limited (dba PayProp)	Diversified Consumer Services	9.43%	SN + 6.00%	11/23/28		GBP 15,000		17,830			17,862		(1) (4)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 2,300		(83	)		(42	)	(1) (3) (4)
HumanState Limited (dba PayProp)	Diversified Consumer Services		SN + 6.00%	11/23/28		GBP 6,460		(173	)		(59	)	(1) (3) (4)
iCIMS, Inc.	Professional Services	11.52%	S + 7.25% (Incl. 3.88% PIK)	08/18/28		17,885		17,587			17,572		(1) (2)
iCIMS, Inc.	Professional Services		S + 7.25% (Incl. 3.88% PIK)	08/18/28		1,703		(28	)		(30	)	(1) (2) (3)
iCIMS, Inc.	Professional Services		S + 7.25%	08/18/28		4,751		—			(83	)	(1) (2) (3)
Intelligent Medical Objects, Inc.	Health Care Technology	10.62%	S + 6.00%	05/11/29		3,616		3,549			3,544		(1) (2)
Intelligent Medical Objects, Inc.	Health Care Technology	10.61%	S + 6.00%	05/11/28		400		69			68		(1) (2) (3)
Intelligent Medical Objects, Inc.	Health Care Technology		S + 6.00%	05/11/29		900		(8	)		(18	)	(1) (2) (3)

The accompanying notes are part of these unaudited consolidated financial statements.

12

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022 (continued)

(in thousands, except share and per share amounts)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost			Fair Value			Footnotes
iWave Information Systems, Inc.	Software	11.22%	S + 6.75%	11/23/28	$	8,913	$	8,693		$	8,690		(1) (4)
iWave Information Systems, Inc.	Software		S + 6.75%	11/23/28		1,087		(27	)		(27	)	(1) (3) (4)
Kaseya Inc.	IT Services	10.33%	S + 5.75%	06/25/29		5,800		5,718			5,713		(1) (2)
Kaseya Inc.	IT Services		S + 5.75%	06/25/29		350		(2	)		(5	)	(1) (2) (3)
Kaseya Inc.	IT Services		S + 5.75%	06/25/29		350		(5	)		(5	)	(1) (2) (3)
LCG Vardiman Black, LLC (dba Specialty Dental Brands)	Health Care Providers & Services	11.22%	S + 7.00%	03/18/27		9,684		8,450			8,442		(1) (2) (3)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	9.31%	S + 6.00%	06/01/28		6,825		6,699			6,620		(1) (2)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services	10.63%	S + 6.00%	06/01/28		1,714		1,116			1,106		(1) (2) (3)
MerchantWise Solutions, LLC (dba HungerRush)	Diversified Financial Services		S + 6.00%	06/01/28		857		(16	)		(26	)	(1) (2) (3)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	10.87%	S + 6.00%	12/15/27		5,180		5,026			5,076		(1) (2)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	10.87%	S + 6.00%	12/15/27		1,196		1,175			1,172		(1) (2)
Millstone Medical Outsourcing, LLC	Health Care Providers & Services	12.5%	P + 5.00%	12/15/27		259		47			47		(1) (2) (3)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	10.13%	L + 5.75%	11/30/27		1,993		1,960			1,934		(1) (2)
NFM & J, L.P. (dba the Facilities Group)	Professional Services	10.27%	L + 5.75%	11/30/27		2,024		1,634			1,606		(1) (2) (3)
NFM & J, L.P. (dba the Facilities Group)	Professional Services		L + 5.75%	11/30/27		349		(6	)		(11	)	(1) (2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.54%	S + 7.50%	07/18/28		7,810		7,663			7,654		(1) (2)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.54%	S + 7.50%	07/18/28		770		763			755		(1) (2)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology	12.53%	S + 7.50%	07/18/28		880		407			389		(1) (2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	07/18/28		605		(11	)		(12	)	(1) (2) (3)
PDDS Holdco, Inc. (dba Planet DDS)	Health Care Technology		S + 6.75%	07/18/28		880		(8	)		(18	)	(1) (2) (3)
Qualawash Holdings, LLC	Commercial Services & Supplies	9.44%	L + 5.50%	08/31/26		2,915		2,877			2,857		(1) (2)
Qualawash Holdings, LLC	Commercial Services & Supplies	9.89%	L + 5.50%	08/31/26		735		598			591		(1) (2) (3)
Qualawash Holdings, LLC	Commercial Services & Supplies		L + 5.50%	08/31/26		736		(9	)		(15	)	(1) (2) (3)
Rubrik,Inc.	Software	10.75%	S + 6.50%	06/10/27		11,126		10,923			10,903		(1) (2)
Rubrik,Inc.	Software	11.45%	S + 7.00%	06/10/27		1,272		541			515		(1) (2) (3)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	10.44%	S + 6.00%	07/06/27		3,483		3,418			3,413		^ (1) (2)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		600		(11	)		(12	)	^ (1) (2) (3)
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services		S + 6.00%	07/06/27		2,400		(22	)		(48	)	^ (1) (2) (3)
SpendMend, LLC	Health Care Providers & Services	10.17%	S + 5.75%	03/01/28		3,472		3,418			3,386		(1) (2)
SpendMend, LLC	Health Care Providers & Services	10.17%	S + 5.75%	03/01/28		1,518		595			574		(1) (2) (3)
SpendMend, LLC	Health Care Providers & Services	10.17%	S + 5.75%	03/01/28		456		54			49		(1) (2) (3)
Spotless Brands, LLC	Diversified Consumer Services	10.92%	S + 6.50%	07/25/28		10,725		10,407			10,403		(1)
Spotless Brands, LLC	Diversified Consumer Services		S + 6.50%	07/25/28		1,650		(24	)		(25	)	(1) (3)
Trader Corporation	Automobiles	11.40%	C + 6.75%	12/21/29		CAD 17,049		12,319			12,276		(1) (4)
Trader Corporation	Automobiles		C + 6.75%	12/22/28		CAD 1,279		(15	)		(24	)	(1) (3) (4)
WebPT, Inc.	Health Care Technology	10.98%	L + 6.75%	01/18/28		3,255		3,213			3,158		(1) (2)
WebPT, Inc.	Health Care Technology	11.26%	L + 6.75%	01/18/28		278		104			99		(1) (2) (3)
WebPT, Inc.	Health Care Technology		L + 6.75%	01/18/28		278		(2	)		(8	)	(1) (2) (3)
Whitewater Holding Company LLC	Diversified Consumer Services	10.48%	L + 5.75%	12/21/27		2,025		1,990			1,969		(1) (2)
Whitewater Holding Company LLC	Diversified Consumer Services	10.48%	L + 5.75%	12/21/27		680		668			661		(1) (2)
Whitewater Holding Company LLC	Diversified Consumer Services	10.48%	L + 5.75%	12/21/27		676		664			657		(1) (2)
Whitewater Holding Company LLC	Diversified Consumer Services	10.54%	L + 6.00%	12/21/27		6,200		572			511		(1) (2) (3)
Whitewater Holding Company LLC	Diversified Consumer Services	10.50%	L + 5.75%	12/21/27		270		90			87		(1) (2) (3)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development	10.90%	S + 6.50%	07/01/27		9,062		9,062			8,971		(1) (2)
Zarya Intermediate, LLC (dba iOFFICE)	Real Estate Mgmt. & Development		S + 6.50%	07/01/27		938		—			(9	)	(1) (2) (3)
Total 1st Lien/Senior Secured Debt								240,889			239,700

The accompanying notes are part of these unaudited consolidated financial statements.

13

Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022 (continued)

(in thousands, except share and per share amounts)

Investment #	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Maturity	Par/Shares (++)		Cost		Fair Value		Footnotes
1st Lien/Last-Out Unitranche (5)- 3.67%
EDB Parent, LLC (dba Enterprise DB)	Software	11.58%	S + 7.00%	07/07/28	$	6,169	$	6,012	$	6,015	(1) (2)
EDB Parent, LLC (dba Enterprise DB)	Software	11.58%	S + 7.00%	07/07/28		2,401		340		280	(1) (2) (3)
Total 1st Lien/Last-Out Unitranche								6,352		6,295

Investment #	Industry	Initial Acquisition Date(6)	Par/Shares (++)		Cost		Fair Value		Footnotes
Preferred Stock - 1.65%
CloudBees, Inc.	Software	11/24/21		134,557	$	1,505	$	1,477	(1) (2) (7)
Governmentjobs.com, Inc. (dba NeoGov)	Software	12/02/21		1,237		1,206		1,349	(1) (2) (7)
Total Preferred Stock						2,711		2,826
Common Stock - 0.45%
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	Diversified Consumer Services	07/06/22		400	$	400	$	490	^ (1) (2) (7)
Whitewater Holding Company LLC	Diversified Consumer Services	12/21/21		2,700		270		278	(1) (2) (7)
Total Common Stock						670		768
Warrants - 0.04%
CloudBees, Inc.	Software	11/24/21		38,977	$	216	$	71	(1) (2) (7)
Total Warrants						216		71
Total Investments - 145.45%					$	250,838	$	249,660

The accompanying notes are part of these unaudited consolidated financial statements.

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Goldman Sachs Middle Market Lending Corp. II

Consolidated Schedule of Investments as of December 31, 2022 (continued)

(in thousands, except share and per share amounts)

(+) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), CDOR("C") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of December 31, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are 5.48%, 5.14%, 4.77% and 4.39%, respectively. As of December 31, 2022, 1 month S was 4.06%, 3 month S was 3.62%, 3 month SN was 3.43%, 3 month C was 4.94% and P was 7.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2022.

(++) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Great British Pound ("GBP") or Canadian dollar ("CAD").

# Percentages are based on net assets.

^ As defined in the Investment Company Act, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

(1) Represents co-investments made with in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

(2) The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies".

(4) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022 the aggregate fair value of these securities is $57,669 or 22.51% of the Company’s total assets.

(5) In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

(6) Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities”. As of December 31, 2022, the aggregate fair value of these securities is $3,665 or 2.14% of the Company's net assets. The initial acquisition dates have been included for such securities.

(7) Non-income producing security.

PIK - Payment-In-Kind

The accompanying notes are part of these unaudited consolidated financial statements.

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Goldman Sachs Middle Market Lending Corp. II

Notes to the Consolidated Financial Statements

(in thousands, except share and per share amounts)

1. ORGANIZATION

Goldman Sachs Middle Market Lending LLC II ("MMLC LLC II") was formed on February 21, 2020. Effective November 23, 2021, MMLC LLC II converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Middle Market Lending Corp. II (the “Company”, which term refers to either Goldman Sachs Middle Market Lending Corp. II or Goldman Sachs Middle Market Lending Corp. II together with its consolidated subsidiary, as the context may require), which, by operation of law, is deemed for purposes of Delaware law the same entity as MMLC LLC II. The Company commenced operations on October 29, 2021. On November 23, 2021, the Company's initial investors (other than the Initial Member (as defined below)) funded the initial portion of their capital commitment to purchase shares of common stock, at which time the Initial Member's initial capital contribution to MMLC LLC II was cancelled. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2021.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

The Company is conducting an offering pursuant to which investors will make a capital commitment (a “Commitment”) to purchase shares of the Company’s common stock pursuant to a subscription agreement entered into with the Company pursuant to which the investor will agree to purchase common stock for an aggregate purchase price equal to its Commitment. Each investor will be required to purchase shares of the Company’s common stock each time the Company delivers a drawdown notice at least five business days (measured from the date we send such notice by mail or electronically, as applicable, rather than the date such notice is received) prior to the required funding date (the “Drawdown Date”). The offering and sale of common stock will be exempt from registration pursuant to Regulation D and Regulation S promulgated under the U.S. Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering and for offers and sale of securities outside of the United States.

GS & Co. and Goldman Sachs International will assist the Company in conducting its private placement offering pursuant to agreements between the Company and each of GS & Co. and Goldman Sachs International.

On October 4, 2021 ("Initial Closing Date"), the Company began accepting subscription agreements ("Subscription Agreements") from investors acquiring shares of its common stock of the Company in the Company's private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase stock each time the Company delivers a drawdown notice. The final date on which the Company accepted Subscription Agreements occurred on March 24, 2023 (the “Final Closing Date”).

The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date, provided that it may be extended by the board of directors of the Company (the “Board of Directors” or “Board”), in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the stockholders, for up to one additional year thereafter (such period, including any extensions, the “Investment Period”). In addition, the Board of Directors may terminate the Investment Period at any time in its discretion.

Following the end of the Investment Period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or our anticipated expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the Investment Period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of GSAM’s Private Credit Team (the “BDC Investment Committee”) prior to the expiration of the Investment Period, (iii) to engage in hedging transactions, or (iv) to make additional investments in existing portfolio companies, which may include new financings of such portfolio companies (each, an “Additional Investment”) (including transactions to hedge interest rate or currency risks related to an Additional Investment).

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The Company will continue to operate as a private reporting company, until the earlier of the following events, each referred to as an “Exit Event”: (i) any listing of the Company’s shares of common stock on a national securities exchange (a “listing”), including in connection with an initial public offering (“IPO”), (ii) merger with another entity, including an affiliated company, subject to any limitations under the Investment Company Act or (iii) the sale of all or substantially all of the assets of the Company. If the Company has not consummated an Exit Event by the sixth anniversary of the Final Closing Date, the Board of Directors (to the extent consistent with its fiduciary duties and subject to any necessary stockholder approvals and applicable requirements of the Investment Company Act and the Code) will meet to consider the Company’s potential wind down and/or liquidation and dissolution.

An affiliate of the Investment Adviser made a capital commitment to the Company of $0.10 on October 29, 2021 and served as the Company’s sole initial member (the “Initial Member”). The Company cancelled the Initial Member’s interest in the Company on November 23, 2021, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase shares of the Company’s common stock (the “Initial Drawdown Date”).

The Company has formed a wholly owned subsidiary, which is structured as Delaware limited liability company, to hold certain equity or equity-like investments in portfolio companies.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2023. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiary, MMLC II Blocker I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.

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

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2023 and December 31, 2022, the Company did not have any investments on non-accrual status.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the valuation designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:

(1)The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;

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(2)The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

(3)The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;

(4)The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;

(5)The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and

(6)Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) per share and are considered cash equivalents for the purposes of the management fee paid to the Investment Adviser. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at a custodian bank. As of March 31, 2023 and December 31, 2022, the Company held an aggregate cash balance of $3,721 and $3,675. Foreign currency of $441 and $375 (acquisition cost of $436 and $371) is included in cash as of March 31, 2023 and December 31, 2022.

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized gains (losses) on foreign currency translations in the Consolidated Statements of Operations.

Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

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Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2021. So long as the Company maintains its qualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

The Company’s consolidated subsidiary is subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce a stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of and amendments to the revolving credit facility with Bank of America, N.A (the “BoA Revolving Credit Facility”) and the revolving credit facility between the Company and Truist Bank (the "Truist Revolving Credit Facility" and together with the BoA Revolving Credit Facility, the "Revolving Credit Facilities"). These costs are amortized using the straight-line method over the respective terms of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

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Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of shares, including legal, printing and other costs, as well as costs associated with the preparation and filing of the Company’s registration statement on Form 10. Offering costs are recognized as a deferred charge and are amortized on a straight line basis over 12 months beginning on the date of commencement of operations.

3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management Agreement

The Company entered into an investment management agreement effective as of November 1, 2021 (the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is equal to 0.1875% (i.e., an annual rate of 0.75%) of the average of the values of the Company's gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. For the avoidance of doubt, the Management Fee for the Company's first quarter (i.e., the period beginning on the Initial Drawdown Date and ending on the last day of the quarter in which the Initial Drawdown Date occurred) will be equal to 0.1875% (i.e., an annual rate of 0.75%) of the Company's average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of such quarter. The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests. Following the occurrence (if any) of a listing, the Management Fee will be equal to 0.25% (i.e., an annual rate of 1.00%) of the average of the values of the Company's gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of the Company's first quarter-end following any listing, the Company's gross assets as of such quarter-end).

For the three months ended March 31, 2023 and 2022, Management Fees amounted to $497 and $71, and the Investment Adviser voluntarily waived $71 for the three months ended March 31, 2022. As of March 31, 2023, $497 remained payable.

Incentive Fee

Pursuant to the Investment Management Agreement, the Company pays to the Investment Adviser an incentive fee (the “Incentive Fee”) as follows:

The Incentive Fee consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below.

i. Quarterly Incentive Fee Based on Income

For the portion of the Incentive Fee based on income, the Company’s Investment Adviser is entitled to receive the Incentive Fee based on Company income if the Company’s Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” (as defined below) of 1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account any changes in the market price of the Company’s common stock. The Incentive Fee based on income will be determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters or if shorter, the number of quarters that have occurred since the Initial Drawdown Date (in either case, the “Trailing Twelve Quarters”). However, following the occurrence (if any) of a listing, the Trailing Twelve Quarters will be “reset” so as to include, as of the end of any quarter, the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since the listing, rather than the number of quarters that have occurred since the Initial Drawdown Date).

The “hurdle amount” for the Incentive Fee based on income is determined on a quarterly basis, and is equal to 1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter in the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which shall include all issuances by the Company of shares of its common stock) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated. For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) Ordinary Income in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.”

The Incentive Fee based on income for each quarter is determined as follows:

•No Incentive Fee based on income is payable to the Investment Adviser for any calendar quarter for which there is no Excess Income Amount;

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•100% of the Ordinary Income (as defined below), if any, that exceeds the hurdle amount, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 2.0588% (or 2.1875% in the event of a listing) multiplied by the Company’s NAV at the beginning of each applicable calendar quarter included in the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and

•15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income.

The amount of the Incentive Fee based on income that will be paid to the Investment Adviser for a particular quarter will equal the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but will not exceed the Incentive Fee Cap (as described below, and subject to the limitations set forth in Section 205(b)(3) of the Advisers Act).
 

The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.
 

“Ordinary Income” means interest income, dividend income and any other income (including any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter minus our operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee).

“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters.
 

If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap. In certain limited circumstances, an Incentive Fee based on income will be payable to the Investment Adviser although the net income for such quarter did not exceed the hurdle rate or the Incentive Fee will be higher than it would have been if calculated based on the Company’s performance for the applicable quarter without taking into account the Trailing Twelve Quarters.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

For the three months ended March 31, 2023 and 2022, Incentive Fees based on income amounted to $0 and $0. As of March 31, 2023, $0 remained payable.

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ii. Annual Incentive Fee Based on Capital Gains

The portion of Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year or, in the event of a listing, the date on which such event occurs. At the end of each calendar year (or the occurrence of a listing), the Company will pay the Investment Adviser an Incentive Fee equal to (A) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) until the end of such calendar year or listing, as applicable, minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) through the end of such calendar year or listing, as applicable. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A), above.

The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods (or, following the occurrence (if any) of a listing, in all prior periods beginning with the date on which such event occurs). If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three months ended March 31, 2023 and 2022, the Company accrued Incentive Fees based on capital gains under GAAP of $0 and $12, which were not realized.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).

For the three months ended March 31, 2023 and 2022, the Company incurred expenses for services provided by the Administrator and the Custodian of $91 and $69. As of March 31, 2023, $87 remained payable.

Transfer Agent Fees

The Company has entered into a transfer agency agreement (the “Transfer Agency Agreement”), with GS & Co. pursuant to which GS & Co. serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. The Company pays the Transfer Agent fees at an annual rate of 0.15% of the average of the NAV of the Company at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company’s NAV as of such quarter-end).

For the three months ended March 31, 2023 and 2022, the Company incurred expenses for services provided by the Transfer Agent of $65 and $16. As of March 31, 2023, $65 remained payable.

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Affiliates

The table below presents the Company’s affiliated investments:

	Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Ending Fair Value Balance		Dividend, Interest and Other Income
For the Three Months Ended March 31, 2023
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	10,236	$	(2,923	)	$	—	$	—	$	7,313	$	28
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		3,843		5		(8	)		—		11		3,851		101
Total Non-Controlled Affiliates	$	3,843	$	10,241	$	(2,931	)	$	—	$	11	$	11,164	$	129
For the Year Ended December 31, 2022
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	23,067	$	135,038	$	(158,105	)	$	—	$	—	$	—	$	47
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	$	—	$	3,803	$	(18	)	$	—	$	58	$	3,843	$	174
Total Non-Controlled Affiliates	$	23,067	$	138,841	$	(158,123	)	$	—	$	58	$	3,843	$	221

(1)Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(2)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of March 31, 2023 and December 31, 2022, there were $286 and $335, respectively, included within Accrued expenses and other liabilities that were paid by the Investment Adviser and its affiliates on behalf of the Company.

Co-investment Activity

In certain circumstances, the Company can make negotiated co-investments pursuant to an order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments, and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company.

In addition, the Company has filed an application to amend the Relief to permit the Company to participate in follow-on investments in the Company's existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Company will receive the amended exemptive order.

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Placement Agent Agreement

The Company has entered into an agreement with each of Goldman, Sachs & Co. LLC and Goldman Sachs International pursuant to which Goldman, Sachs & Co. LLC and Goldman Sachs International will assist the Company in conducting private placement offerings. Goldman, Sachs & Co. LLC and Goldman Sachs International have entered into or will enter into sub-placement agreements (together with the agreements with Goldman Sachs & Co. LLC and Goldman Sachs International, the “Placement Agent Agreements”) with various sub-placement agents to assist in conducting the private placement offering. The placement agents are not expected to be compensated by the Company for their services, but may charge investors a placement fee with respect to their investments in the Company. The placement agents may also be compensated by the Investment Adviser, in its discretion, for certain services including promotional and marketing support, stockholder servicing, operational and recordkeeping, sub-accounting, networking or administrative services. These payments are made out of the Investment Adviser’s own resources and/or assets, including from the revenues or profits derived from the advisory fees the Investment Adviser receives from the Company.

4. INVESTMENTS

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:

	March 31, 2023				December 31, 2022
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	264,970	$	263,423	$	240,889	$	239,700
1st Lien/Last-Out Unitranche		6,545		6,481		6,352		6,295
Preferred Stock		2,711		2,988		2,711		2,826
Common Stock		670		787		670		768
Warrants		216		27		216		71
Total investments	$	275,112	$	273,706	$	250,838	$	249,660

The industry composition of the Company’s investments at fair value and net assets was as follows:

	March 31, 2023						December 31, 2022
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Diversified Financial Services		17.9	%		27.7	%		19.7	%		28.7	%
Diversified Consumer Services		16.8			26.0			17.1			24.9
Software		14.9			23.1			16.2			23.6
Health Care Providers & Services		9.9			15.3			9.2			13.4
IT Services		9.1			14.2			9.2			13.4
Health Care Technology		9.1			14.2			8.9			12.8
Professional Services		7.6			11.8			8.4			12.2
Automobiles		4.5			6.9			4.9			7.1
Real Estate Mgmt. & Development		3.3			5.1			3.6			5.2
Aerospace & Defense		2.7			4.2			—			—
Distributors		1.5			2.3			—			—
Commercial Services & Supplies		1.4			2.2			1.4			2.0
Entertainment		1.3			2.0			1.4			2.1
Total		100.0	%		155.0	%		100.0	%		145.4	%

The geographic composition of the Company’s investments at fair value was as follows:

Geographic	March 31, 2023			December 31, 2022
United States		81.2	%		80.4	%
United Kingdom		14.3			14.7
Canada		4.5			4.9
Total		100.0	%		100.0	%

5. FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

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Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income	The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
Derivative Contracts	Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

Level 3 Instruments	Valuation Techniques and Significant Inputs
Bank Loans, Corporate Debt, and Other Debt Obligations	Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.
Equity	Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets.

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The table below presents the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of March 31, 2023 and December 31, 2022. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest discount rate in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

Level 3 Instruments	Fair Value(1) (2)		Valuation Techniques (3)	Significant Unobservable Inputs	Range of Significant Unobservable Inputs(4)	Weighted Average(5)
As of March 31, 2023
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	246,832	Discounted cash flows	Discount Rate	7.5% - 11.2%	10.1%
1st Lien/Last-Out Unitranche		6,481	Discounted cash flows	Discount Rate	—	10.5%
Equity
Preferred Stock	$	1,384	Comparable multiples	EV/EBITDA(6)	—	29.9x
		1,604	Comparable multiples	EV/Revenue	—	3.6x
Common Stock		787	Comparable multiples	EV/EBITDA(6)	9.3x - 17.6x	12.2x
Warrants		27	Comparable multiples	EV/Revenue	—	3.6x
As of December 31, 2022
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	168,648	Discounted cash flows	Discount Rate	7.4% - 11.5%	9.9%
1st Lien/Last-Out Unitranche		6,295	Discounted cash flows	Discount Rate	—	10.9%
Equity
Preferred Stock	$	1,349	Comparable multiples	EV/EBITDA(6)	—	27.9x
		1,477	Comparable multiples	EV/Revenue	—	4.0x
Common Stock		768	Comparable multiples	EV/EBITDA(6)	9.1x - 18.3x	12.4x
Warrants		71	Comparable multiples	EV/Revenue	—	4.0x

(1)As of March 31, 2023, included within Level 3 assets of $273,706 is an amount of $16,591 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $253,313 or 93.9% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)As of December 31, 2022, included within Level 3 assets of $249,660 is an amount of $71,052 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in determination of fair value for $174,943 or 71.1% of Level 3 bank loans, corporate debt, and other debt obligations.

(3)The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

(4)The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.

(5)Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

(6)Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2023 and December 31, 2022. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.

The following is a summary of the Company’s assets categorized within the fair value hierarchy:

	March 31, 2023								December 31, 2022
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	—	$	263,423	$	263,423	$	—	$	—	$	239,700	$	239,700
1st Lien/Last-Out Unitranche		—		—		6,481		6,481		—		—		6,295		6,295
Preferred Stock		—		—		2,988		2,988		—		—		2,826		2,826
Common Stock		—		—		787		787		—		—		768		768
Warrants		—		—		27		27		—		—		71		71
Investments in Affiliated Money Market Fund		7,313		—		—		7,313		—		—		—		—
Total	$	7,313	$	—	$	273,706	$	281,019	$	—	$	—	$	249,660	$	249,660

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The below table presents a summary of changes in fair value of Level 3 assets by investment type:

Assets	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Transfers In (2)		Transfers Out (2)		Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Three Months Ended March 31, 2023
1st Lien/Senior Secured Debt	$	239,700	$	24,513	$	11	$	(358	)	$	(661	)	$	218	$	—	$	—	$	263,423	$	(358	)
1st Lien/Last-Out Unitranche		6,295		186		—		(7	)		—			7		—		—		6,481		(7	)
Preferred Stock		2,826		—		—		162			—			—		—		—		2,988		162
Common Stock		768		—		—		19			—			—		—		—		787		19
Warrants		71		—		—		(44	)		—			—		—		—		27		(44	)
Total assets	$	249,660	$	24,699	$	11	$	(228	)	$	(661	)	$	225	$	—	$	—	$	273,706	$	(228	)
For the Three Months Ended March 31, 2022
1st Lien/Senior    Secured Debt	$	26,413	$	13,195	$	—	$	(177	)	$	(26	)	$	35	$	—	$	—	$	39,440	$	(177	)
1st Lien/Last-Out Unitranche		—		—		—		—			—			—		—		—		—		—
2nd Lien/Senior Secured Debt		—		—		—		—			—			—		—		—		—		—
Unsecured Debt		—		—		—		—			—			—		—		—		—		—
Preferred Stock		2,711		—		—		146			—			—		—		—		2,857		146
Common Stock		270		—		—		14			—			—		—		—		284		14
Warrants		216		—		—		40			—			—		—		—		256		40
Total assets	$	29,610	$	13,195	$	—	$	23		$	(26	)	$	35	$	—	$	—	$	42,837	$	23

(1)Purchases may include PIK, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

(2)Transfers in (out) of Level 3, if any, are due to a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.

Debt Not Carried at Fair Value

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of March 31, 2023 and December 31, 2022, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short-term rates.

6. DEBT

On November 1, 2021, the Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2023 and December 31, 2022, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 258% and 316%.

The Company’s outstanding debt was as follows:

	March 31, 2023						December 31, 2022
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
BoA Revolving Credit Facility(1)	$	127,586	$	16,761	$	111,956	$	156,586	$	76,796	$	79,443
Truist Revolving Credit Facility(2)		305,000		305,000		—		—		—		—
Total debt	$	432,586	$	321,761	$	111,956	$	156,586	$	76,796	$	79,443

(1)Provides, under certain circumstances, a total borrowing capacity of $300,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in USD of $60,500, in GBP of £31,665 and in CAD of CAD 16,750. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $30,000, in GBP of £30,665 and in CAD of CAD 16,750.

(2)Provides, under certain circumstances, a total borrowing capacity of $750,000.

The combined weighted average interest rates of the aggregate borrowings outstanding for the three months ended March 31, 2023 and for the year ended December 31, 2022 were 7.25% and 5.30% respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2023 and for the year ended December 31, 2022 was $98,570 and $33,710.

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BoA Revolving Credit Facility

The Company entered into the BoA Revolving Credit Facility on November 26, 2021 with Bank of America, N.A. (“BoA”), as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. Subject to availability under the “Borrowing Base,” the maximum principal amount of the BoA Revolving Credit Facility was $127,586 as of March 31, 2023. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the BoA Revolving Credit Facility is November 24, 2023. The Company amended the BoA Revolving Credit Facility on July 26, 2022 and November 14, 2022.

Proceeds from the BoA Revolving Credit Facility may be used for investments, working capital, expenses and general corporate purposes (including to pay dividends or distributions).

Under the BoA Revolving Credit Facility, prior to the amendment on July 26, 2022, the Company had the ability to elect either LIBOR or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility was the prevailing LIBOR for one month plus 2.85% per annum or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85%, (ii) the Federal Funds Rate plus 0.50% plus 1.85%, and (iii) Adjusted LIBOR Rate plus 1.00%). Effective July 26, 2022, the Company has the ability to elect Daily Simple SOFR, Term SOFR, the applicable alternative currency rate, or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the BoA Revolving Credit Facility is (A) the prevailing Daily Simple SOFR, Term SOFR for the applicable interest period or the applicable alternative currency rate, in each case, plus any applicable credit spread adjustment, plus 2.85% per annum, or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85% per annum, (ii) the Federal Funds Rate plus 0.50% plus 1.85% per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%). The Company pays a 0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.

Amounts drawn under the BoA Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the BoA Revolving Credit Facility. In addition, any transfer of shares from a stockholder whose undrawn commitments are included in the Borrowing Base to a stockholder that is not eligible to be included in the Borrowing Base (or that is eligible to be included in the Borrowing Base at a lower advance rate) may trigger mandatory prepayment obligations.

The BoA Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of the Company’s investors (with certain exceptions) and the proceeds thereof, including an assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the BoA Revolving Credit Facility, in certain circumstances after an event of default, the Administrative Agent will be able to require investors to fund their capital commitments directly to the Administrative Agent for the purposes of repaying the loans, but lenders cannot seek recourse against a stockholder in excess of such stockholder's obligation to contribute capital to the Company.

The BoA Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, representations and covenants regarding treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on the Company’s ability to make certain distributions, to incur additional indebtedness, to incur any liens on the collateral and to permit certain transfers of stockholders’ ownership interest in the shares. The BoA Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. As of March 31, 2023, the Company was in compliance with these covenants.

Costs of $904 were incurred in connection with obtaining and amending the BoA Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the BoA Revolving Credit Facility using the straight-line method. As of March 31, 2023 and December 31, 2022, outstanding deferred financing costs were $351 and $484.

The below table presents the summary information of the BoA Revolving Credit Facility:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Borrowing interest expense	$	1,763		$	106
Facility fees		153			40
Amortization of financing costs		133			68
Total	$	2,049		$	214
Weighted average interest rate		7.25	%		3.05	%
Average outstanding balance	$	98,570		$	14,157

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Truist Revolving Credit Facility

The Company entered into the Truist Revolving Credit Facility on February 28, 2023 with Truist Bank, as administrative agent, lead arranger, letter of credit issuer and lender.

The Truist Revolving Credit Facility is a multicurrency facility, and as of March 31, 2023, total commitments under the Truist Revolving Credit Facility were $305,000. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility to $750,000. Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 28, 2028.

Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company's election) of either (i) term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple RFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, the Company may elect either term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.

The Company’s obligations to the lenders under the Truist Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Truist Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum shareholders’ equity, (ii) maintaining an asset coverage ratio of at least 1.50 to 1 and (iii) restrictions on industry concentrations in the Company’s investment portfolio. As of March 31, 2023, the Company was in compliance with these covenants.

The Truist Revolving Credit Facility may be guaranteed by certain of the Company’s subsidiaries that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). The Truist Revolving Credit Facility also includes representations and warranties, conditions precedent to funding of draws and events of default (including a change in control event of default trigger).

Costs of $2,864 were incurred in connection with obtaining the Truist Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Truist Revolving Credit Facility using the straight-line method. As of March 31, 2023 and December 31, 2022, outstanding deferred financing costs were $2,814 and $0.

The below table presents the summary information of the Truist Revolving Credit Facility:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Borrowing interest expense	$	—		N/A
Facility fees		19		N/A
Amortization of financing costs		50		N/A
Total	$	69		N/A
Weighted average interest rate		—	%	N/A
Average outstanding balance	$	—		N/A

7. COMMITMENTS AND CONTINGENCIES

Capital Commitments

The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:

	March 31, 2023							December 31, 2022
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Stock	$	546,425	$	369,815		32	%	$	543,340	$	367,875		32	%

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Portfolio Company Commitments

The Company may enter into investment commitments to fund investments through signed commitment letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:

	Unfunded Commitment Balances (1)
	March 31, 2023		December 31, 2022
1st Lien/Senior Secured Debt
Admiral Buyer, Inc. (dba Fidelity Payment Services)	$	2,810	$	2,810
Bigchange Group Limited		418		402
BSI3 Menu Buyer, Inc (dba Kydia)		249		249
Businessolver.com, Inc.		536		536
Checkmate Finance Merger Sub, LLC		367		367
Clearcourse Partnership Acquireco Finance Limited		6,787		7,832
CloudBees, Inc.		86		86
Coding Solutions Acquisition, Inc.		1,725		1,786
Coretrust Purchasing Group LLC		3,865		3,864
CST Buyer Company (dba Intoxalock)		574		574
DFS Holding Company, Inc.		867		7,102
Frontgrade Technologies (dba Cobham Holdings Inc)		802		—
Governmentjobs.com, Inc. (dba NeoGov)		2,268		2,268
Groundworks, LLC		450		—
HealthEdge Software, Inc.		4,654		7,500
HumanState Limited (dba PayProp)		10,806		10,591
iCIMS, Inc.		6,271		6,454
Intelligent Medical Objects, Inc.		1,144		1,224
iWave Information Systems, Inc.		1,087		1,087
Kaseya Inc.		700		700
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		472		1,097
MerchantWise Solutions, LLC (dba HungerRush)		1,415		1,414
Millstone Medical Outsourcing, LLC		207		207
NFM & J, L.P. (dba the Facilities Group)		599		707
PDDS Holdco, Inc. (dba Planet DDS)		1,958		1,958
Qualawash Holdings, LLC		550		865
Rubrik,Inc.		731		732
Solaris (dba Urology Management Holdings, Inc.)		1,681		—
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		3,000		3,000
SpendMend, LLC		1,180		1,302
Spotless Brands, LLC		1,650		1,650
Trader Corporation		946		945
WebPT, Inc.		373		449
Whitewater Holding Company LLC		4,599		5,741
Zarya Intermediate, LLC (dba iOFFICE)		938		938
Total 1st Lien/Senior Secured Debt	$	66,765	$	76,437
1st Lien/Last-Out Unitranche
EDB Parent, LLC (dba Enterprise DB)	$	1,875	$	2,061
Total 1st Lien/Last-Out Unitranche	$	1,875	$	2,061
Total	$	68,640	$	78,498

(1)Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.

Contingencies

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

8. NET ASSETS

Capital Drawdowns

The following table summarizes the total shares issued and proceeds related to capital drawdowns:

Share Issue Date	Shares Issued		Proceeds Received
For the three months ended March 31, 2023
February 21, 2023		62,172	$	1,145
Total capital drawdowns		62,172	$	1,145
For the three months ended March 31, 2022
March 16, 2022		1,823,817	$	34,051
Total capital drawdowns		1,823,817	$	34,051

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Distributions

The following table reflects the distributions declared on the Company’s common stock:

Date Declared	Record Date	Payment Date	Amount Per Share
For the three months ended March 31, 2023
February 28, 2023	April 5, 2023	April 27, 2023	$	0.50

There were no distributions declared on the Company’s common stock for the three months ended March 31, 2022.

9. EARNINGS (LOSS) PER SHARE

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

	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
Net increase (decrease) in net assets from operations	$	3,807	$	(338	)
Weighted average shares outstanding		9,432,437		1,761,808
Basic and diluted earnings (loss) per share	$	0.40	$	(0.19	)

Diluted earnings per share equal basic earnings per share because there were no common share equivalents outstanding during the period presented.

10. FINANCIAL HIGHLIGHTS

The below table presents the schedule of financial highlights of the Company:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Per Share Data:(1)
NAV, beginning of period	$	18.25		$	18.73
Net investment income (loss)		0.48			(0.24	)
Net realized and unrealized gains (losses)(2)		(0.08	)		0.10
Net increase (decrease) in net assets from operations(2)	$	0.40		$	(0.14	)
NAV, end of period	$	18.65		$	18.59
Shares outstanding, end of period		9,467,668			3,261,391
Weighted average shares outstanding		9,432,437			1,761,808
Total return based on NAV(3)		2.19	%		(0.75	%)
Supplemental Data/Ratio(4):
Net assets, end of period	$	176,608		$	60,641
Ratio of net expenses to average net assets		7.74	%		13.33	%
Ratio of expenses (without incentive fees and interest and other debt expenses)  to average net assets		2.81	%		10.65	%
Ratio of interest and other debt expenses to average net assets		4.93	%		2.64	%
Ratio of incentive fees to average net assets	—%				0.04	%
Ratio of total expenses to average net assets		7.74	%		14.21	%
Ratio of net investment income to average net assets		10.60	%		(4.91	%)
Portfolio turnover		0	%		0	%

(1)The per share data was derived by using the weighted average share outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per share for the applicable period.

(2)The amount shown may not correspond for the period as it includes the effect of the timing of capital drawdowns and distributions.

(3)Calculated as the change in NAV per share during the period plus dividends declared per share, divided by the beginning NAV per share.

(4)Ratios are annualized, except for, as applicable, unvested Incentive Fees and organization costs.

11. SUBSEQUENT EVENTS

Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

On May 3, 2023, the Board of Directors declared a distribution equal to an amount up to the Company's taxable earnings per share, including net investment income (if positive) for the period April 1, 2023 through June 30, 2023, payable on or about July 28, 2023 to shareholders of record as of July 6, 2023.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Middle Market Lending Corp. II or Goldman Sachs Middle Market Lending Corp. II, together with its consolidated subsidiary, as the context requires. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “GS Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to GS Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we expect to qualify annually for tax treatment as a RIC, commencing with our taxable year ended December 31, 2021. From our commencement of investment operations on October 29, 2021 through March 31, 2023, we have originated $358.30 million in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that extend deeper in a borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, we may find another lender to provide the “first-out” portion of a unitranche loan while we retain the “last-out” portion of such loan, in which case, the “first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the “last-out” portion that we would continue to hold. In exchange for taking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.

We may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.

We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net-asset value of one asset relative to other assets, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our stockholders at least 60 days prior to any change to the 80% investment policy described above.

We expect to directly or indirectly invest at least 70% of our total assets in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies, non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.

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While our investment program is expected to focus primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.

For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages.” in our annual report on Form 10-K for the year ended December 31, 2022.

KEY COMPONENTS OF OPERATIONS

Investments

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

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (collectively with the Company, the “Accounts”), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

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

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Expenses

Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other expenses of our operations and transactions in accordance with the investment management agreement (the “Investment Management Agreement”) and administration agreement (“Administration Agreement”), including:

•our operational, offering and organizational expenses;

•fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

•interest payable on debt, if any, incurred to finance our investments;

•fees and expenses incurred by us in connection with membership in investment company organizations;

•brokers’ commissions;

•fees and expenses associated with calculating our NAV (including expenses of any Independent Valuation Advisor);

•legal, auditing or accounting expenses;

•taxes or governmental fees;

•the fees and expenses of our Administrator, transfer agent and/or sub-transfer agent;

•the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of the shares;

•the expenses of, and fees for, registering or qualifying common stock for sale, maintaining our registration and qualifying and registering the Company as a broker or a dealer;

•the fees and expenses of our directors who are not affiliated with our Investment Adviser;

•the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our certificate of incorporation or bylaws insofar as they govern agreements with any such custodian;

•the cost of preparing and distributing reports, proxy statements and notices to our stockholders, the SEC and other regulatory authorities;

•insurance premiums;

•costs of holding stockholder meetings;

•listing fees, if any; and

•costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

In addition, we shall bear the fees and expenses related to the preparation and maintaining of any necessary registrations with regulators in order to market the common stock of the Company in certain jurisdictions and fees and expenses associated with preparation and maintenance of any key information document or similar document required by law or regulation.

Our Investment Adviser will not be required to pay expenses of activities, which are primarily intended to result in sales of common stock, including all costs and expenses associated with the preparation and distribution of the Subscription Agreements.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

Leverage

We expect from time to time to borrow funds for a variety of purposes, subject to the limitations of the Investment Company Act, including to bridge fundings for investments in advance of drawdowns, as part of our investment strategy, to meet other short-term liquidity needs, including to pay the Management Fee, and to facilitate our hedging activities. Sources of leverage include the issuance of senior securities (including preferred stock) and other credit facilities (secured by investments and/or pledges of Undrawn Commitments).

Our revolving credit agreement with Bank of America, N.A., as administrative agent (as amended, the “BoA Revolving Credit Facility”), and our revolving credit agreement with Truist Bank, as administrative agent (the "Truist Revolving Credit Facility" and together with the BoA Revolving Credit Facility, the "Revolving Credit Facilities"), allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met).

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Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 150% (if certain requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on the assessment by our Investment Adviser and our board of directors (the “Board of Directors” or the “Board”) of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio (excluding investments in money market funds, if any) consisted of the following:

	As of
	March 31, 2023				December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	($ in millions)
First Lien/Senior Secured Debt	$	264.97	$	263.42	$	240.89	$	239.70
First Lien/Last-Out Unitranche		6.54		6.48		6.35		6.30
Preferred Stock		2.71		2.99		2.71		2.83
Common Stock		0.67		0.79		0.67		0.77
Warrants		0.22		0.03		0.22		0.07
Total investments	$	275.11	$	273.71	$	250.84	$	249.67

The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and fair value, was as follows:

	As of
	March 31, 2023						December 31, 2022
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)		11.9	%		12.1	%		11.2	%		11.3	%
First Lien/Last-Out Unitranche(2)(3)		13.5	%		13.6	%		13.2	%		13.2	%
Preferred Stock(4)		—			—			—			—
Common Stock(4)		—			—			—			—
Warrants(4)		—			—			—			—
Total Portfolio		11.8	%		11.9	%		11.1	%		11.2	%

(1)The weighted average yield of our portfolio does not represent the total return to our stockholders.

(2)Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.

(3)The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.

(4)Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value.

The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):

	As of
	March 31, 2023				December 31, 2022
Number of portfolio companies			37				34
Percentage of performing debt bearing a floating rate(1)			100.0	%			100.0	%
Percentage of performing debt bearing a fixed rate(1)(2)		—%				—%
Weighted average leverage (net debt/EBITDA)(3)			5.6	x			5.7	x
Weighted average interest coverage(3)			1.6	x			1.7	x
Median EBITDA(3)	$	61.02 million			$	51.54 million

(1)Measured on a fair value basis. Excludes investments, if any, placed on non-accrual.

(2)Includes income producing preferred stock investments, if applicable.

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(3)For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

As of March 31, 2023 and December 31, 2022, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 39.8% and 41.4% of total debt investments at fair value.

Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine each is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

• Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

• Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

• Grade 3 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

• Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

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Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio on the 1 to 4 grading scale:

	As of
	March 31, 2023					December 31, 2022
Investment Performance Rating	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	(in millions)					(in millions)
Grade 1	$	3.83		1.4	%	$	—		—	%
Grade 2		269.88		98.6			249.66		100.0
Grade 3		—		—			—		—
Grade 4		—		—			—		—
Total Investments	$	273.71		100.0	%	$	249.66		100.0	%

The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):

	As of
	March 31, 2023					December 31, 2022
	Amortized Cost		Percentage of Total			Amortized Cost		Percentage of Total
	(in millions)					(in millions)
Performing	$	275.11		100.0	%	$	250.84		100.0	%
Non-accrual		—		—			—		—
Total Investments	$	275.11		100.0	%	$	250.84		100.0	%

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

The following table shows our investment activity by investment type(1):

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
	($ in millions)
Amount of investments committed at cost:
First Lien/Senior Secured Debt	$	15.56		$	22.22
Total	$	15.56		$	22.22
Proceeds from investments sold or repaid:
First Lien/Senior Secured Debt	$	0.49		$	0.02
Total	$	0.49		$	0.02
Net increase in portfolio	$	15.07		$	22.20
Number of new portfolio companies with new investment commitments		3			4
Total new investment commitment amount in new portfolio companies	$	15.44		$	22.22
Average new investment commitment amount in new portfolio companies	$	5.15		$	5.56
Number of existing portfolio companies with new investment commitments		1			—
Total new investment commitment amount in existing portfolio companies	$	0.12		$	—
Weighted average remaining term for new investment commitments (in years)(2)		5.6			5.2
Percentage of new debt investment commitments at floating interest rates		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed interest rates(3)		—	%		—	%
Weighted average yield on new debt and income producing investment commitments(4)		12.3	%		7.2	%
Weighted average yield on new investment commitments(5)		12.3	%		7.2	%
Weighted average yield on debt and income producing investments sold or repaid(6)		11.5	%		7.0	%
Weighted average yield on investments sold or repaid(7)		11.5	%		7.0	%

(1)Figures for new investment commitments are shown net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.

(2)Calculated as of the end of the relevant period and the maturity date of the individual investments.

(3)May include preferred stock investments.

(4)Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

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(5)Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.

(6)Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are non-accrual.

(7)Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.

RESULTS OF OPERATIONS

Our operating results were as follows:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
	($ in millions)
Total investment income	$	7.87		$	0.68
Net expenses		(3.32	)		(1.10	)
Net investment income (loss)		4.55			(0.42	)
Net realized gain (loss) on investments		0.01			—
Net unrealized appreciation (depreciation) on investments		(0.23	)		0.02
Net realized and unrealized gain (losses) on translations and transactions		(0.52	)		0.06
Net realized and unrealized gains (losses)		(0.74	)		0.08
Net increase (decrease) in net assets from operations	$	3.81		$	(0.34	)

Net increase (decrease) in net assets from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.

Investment Income

Our investment income was as follows:

	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
	($ in millions)
Interest income	$	7.02	$	0.64
Payment-in-kind income		0.70		0.02
Other income		0.12		0.02
Dividend income		0.03	—(1)
Total investment income	$	7.87	$	0.68

(1)Amount rounds to less than $0.01.

Investment income for the three months ended March 31, 2023 was driven by our deployment of capital into income producing investments.

Expenses

Our expenses were as follows:

	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
	($ in millions)
Interest and other debt expenses	$	2.12	$	0.21
Management fees		0.50		0.07
Incentive fees		—		0.01
Professional fees		0.22		0.15
Directors’ fees		0.17		0.12
Directors’ and officers’ liability insurance		0.02		0.15
Offering costs		—		0.25
Other general and administrative expenses		0.29		0.21
Total expenses	$	3.32	$	1.17
Management fee waiver		—		(0.07	)
Net Expenses	$	3.32	$	1.10

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In the table above:

•Interest and other debt expenses increased from $0.21 million for the three months ended March 31, 2022 to $2.12 million for the three months ended March 31, 2023. This was primarily due to an increase in the average aggregate daily borrowings from $14.16 million for the three months ended March 31, 2022 to $98.57 million for the three months ended March 31, 2023 and an increase in the weighted average interest rate from 3.05% to 7.25%, respectively.

•Management Fees increased from $0.07 million for the three months ended March 31, 2022 to $0.50 million for the three months ended March 31, 2023, primarily driven by an increase in the size of our portfolio. For the for the three months ended March 31, 2022, the Investment Adviser voluntarily waived $0.07 million of its Management Fees.

•Offering costs decreased from $0.25 million for the three months ended March 31, 2022 to $0.00 million for the three months ended March 31, 2023 as offering costs are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations.

Net Change in Unrealized Appreciation (Depreciation) on Investments

Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments consisted of the following:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
	($ in millions)
Unrealized appreciation	$	0.69		$	0.17
Unrealized depreciation		(0.92	)		(0.15	)
Net change in unrealized appreciation (depreciation) on investments	$	(0.23	)	$	0.02

The change in unrealized appreciation (depreciation) on investments consisted of the following:

	For the Three Months Ended
	March 31, 2023
	($ in millions)
Portfolio Company:
Clearcourse Partnership Acquireco Finance Limited	$	0.35
Qualawash Holdings, LLC		0.09
CloudBees, Inc.		0.07
DFS Holding Company, Inc.		0.06
Governmentjobs.com, Inc. (dba NeoGov)		0.04
Coretrust Purchasing Group LLC		(0.01	)
Other, net (1)		(0.03	)
Spotless Brands, LLC		(0.03	)
BSI3 Menu Buyer, Inc (dba Kydia)		(0.07	)
MerchantWise Solutions, LLC (dba HungerRush)		(0.20	)
iCIMS, Inc.		(0.50	)
Total	$	(0.23	)

(1)For the three months ended March 31, 2023, Other, net includes gross unrealized appreciation of $0.09 million and gross unrealized depreciation of $(0.12) million.

	For the Three Months Ended March 31, 2022
	($ in millions)
Portfolio Company:
CloudBees, Inc.		0.10
Governmentjobs.com, Inc. (dba NeoGov)		0.04
WhiteWater Holding Company LLC		0.01
Checkmate Finance Merger Sub, LLC		0.01
BSI3 Menu Buyer, Inc (dba Kydia)		0.01
Millstone Medical Outsourcing, LLC		(0.01	)
Other, net (1)		(0.01	)
Coding Solutions Acquisition, Inc.		(0.01	)
NFM & J, L.P. (dba the Facilities Group)		(0.02	)
HealthEdge Software, Inc.		(0.03	)
Bigchange Group Limited		(0.07	)
Total	$	0.02

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(1)For the three months ended March 31, 2022, Other, net includes gross unrealized appreciation of $0.00 million and gross unrealized depreciation of $(0.01) million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to, or stock repurchases from, our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.

We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to the Revolving Credit Facilities, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of March 31, 2023 and December 31, 2022, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes our Revolving Credit Facilities) was 258% and 316%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

We may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

An affiliate of the Investment Adviser made a capital commitment to us of $100 on October 29, 2021 (commencement of operations) and served as our initial member (the “Initial Member”). We cancelled the Initial Member’s interest in us on November 23, 2021, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase shares of our common stock (the “Initial Drawdown Date”). We began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common shares in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase shares each time we deliver a drawdown notice.

As of the dates indicated, we had aggregate capital commitments and undrawn capital commitments from investors as follows:

	March 31, 2023							December 31, 2022
	Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded			Capital Commitments ($ in millions)		Unfunded Capital Commitments ($ in millions)		% of Capital Commitments Funded
Common Stock	$	546.43	$	369.82		32	%	$	543.34	$	367.88		32	%

The following table summarizes the total shares issued and proceeds related to capital drawdowns:

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the three months ended March 31, 2023
February 21, 2023		62,172	$	1.15
Total capital drawdowns		62,172	$	1.15
For the three months ended March 31, 2022
March 16, 2022		1,823,817	$	34.05
Total capital drawdowns		1,823,817	$	34.05

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay State Street Bank and Trust Company (the “Administrator”) such fees as may be agreed between us and our Administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of March 31, 2023:

41

	Payments Due by Period ($ in millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
BoA Revolving Credit Facility(1)	$	111.96	$	111.96	$	—	$	—	$	—
Truist Revolving Credit Facility(2)	$	—	$	—	$	—	$	—	$	—

(1)We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in USD of $60.50 million and in GBP of £31.67 million.

(2)We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023 the Company had outstanding borrowings denominated in USD of $0.

BoA Revolving Credit Facility

We entered into the BoA Revolving Credit Facility on November 26, 2021 with Bank of America, N.A. (“BoA”), as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and a lender. We amended the BoA Revolving Credit Facility on July 26, 2022 and November 14, 2022.

Subject to availability under the “Borrowing Base” (as defined by the BoA Revolving Credit Facility), the maximum principal amount of the BoA Revolving Credit Facility was $127.59 million as of March 31, 2023. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the BoA Revolving Credit Facility is November 24, 2023.

Under the BoA Revolving Credit Facility, prior to the amendment on July 26, 2022, we had the ability to elect either LIBOR or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility was the prevailing LIBOR for one month plus 2.85% per annum or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85%, (ii) the Federal Funds Rate plus 0.50% plus 1.85%, and (iii) Adjusted LIBOR Rate plus 1.00%). Effective July 26, 2022, we have the ability to elect Daily Simple SOFR, Term SOFR, the applicable alternative currency rate, or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the BoA Revolving Credit Facility is (A) the prevailing Daily Simple SOFR, Term SOFR for the applicable interest period or the applicable alternative currency rate, in each case, plus any applicable credit spread adjustment, plus 2.85% per annum, or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85% per annum, (ii) the Federal Funds Rate plus 0.50% plus 1.85% per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%). We pay a 0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.

For further details, see Note 6 “Debt – BoA Revolving Credit Facility” to our consolidated financial statements included in this report.

Truist Revolving Credit Facility

We entered into the Truist Revolving Credit Facility on February 28, 2023 with Truist Bank, as administrative agent, lead arranger, letter of credit issuer and lender.

The Truist Revolving Credit Facility is a multicurrency facility, and as of March 31, 2023, total commitments under the Truist Revolving Credit Facility were $305.00. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility to $750.00. Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 28, 2028.

Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) Term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) Term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple RFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.

For further details, see Note 6 “Debt – Truist Revolving Credit Facility” to our consolidated financial statements included in this report.

42

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31, 2023, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

	As of		As of
	March 31, 2023		December 31, 2022
	(in millions)
Unfunded Commitments
First Lien/Senior Secured Debt	$	66.77	$	76.44
First Lien/Last-Out Unitranche		1.87		2.06
Total	$	68.64	$	78.50

HEDGING

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

In August 2022, Rule 18f-4 under the Investment Company Act, regarding the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions), became effective. Under the newly adopted rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These new requirements will apply unless the BDC qualifies as a “limited derivatives user,” as defined under the adopted rules. Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under the final rule, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.

RECENT DEVELOPMENTS

On May 3, 2023, our Board of Directors declared a distribution equal to an amount up to our taxable earnings per share, including net investment income (if positive) for the period April 1, 2023 through June 30, 2023, payable on or about July 28, 2023 to shareholders of record as of July 6, 2023.

43

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

As of March 31, 2023 and December 31, 2022, on a fair value basis, 100% of our performing debt investments bore interest at a floating rate. Our borrowings under the BoA Revolving Credit Facility and the Truist Revolving Credit Facility bear interest at a floating rate.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.

Based on our March 31, 2023 Consolidated Statement of Assets and Liabilities, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

As of March 31, 2023 Basis Point Change	Interest Income			Interest Expense			Net Income
($ in millions)
Up 300 basis points	$	6.66		$	(3.12	)	$	3.54
Up 200 basis points		4.44			(2.08	)		2.36
Up 100 basis points		2.22			(1.04	)		1.18
Up 75 basis points		1.66			(0.78	)		0.88
Up 50 basis points		1.11			(0.52	)		0.59
Up 25 basis points		0.55			(0.26	)		0.29
Down 25 basis points		(0.55	)		0.26			(0.29	)
Down 50 basis points		(1.11	)		0.52			(0.59	)
Down 75 basis points		(1.66	)		0.78			(0.88	)
Down 100 basis points		(2.22	)		1.04			(1.18	)
Down 200 basis points		(4.44	)		2.08			(2.36	)
Down 300 basis points		(6.66	)		3.12			(3.54	)

We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2023. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be a party to certain legal proceedings, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2022, which was filed

44

with the SEC on March 2, 2023. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Our business and the businesses of our portfolio companies are dependent on bank relationships and recent concerns associated with the banking system may adversely impact us.

The financial markets have recently experienced volatility in connection with concerns that some banks, especially small and regional banks, may have significant investment-related losses that might make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist certain banks and protect depositors, some banks have already been impacted and others may be adversely impacted, by such volatility. Our business and the businesses of our portfolio companies are dependent on bank relationships and we are proactively monitoring the financial health of these relationships. Continued strain on the banking system may adversely impact the business, financial condition and results of operations of us and our portfolio companies.

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

The following table summarizes the total shares issued and proceeds related to capital drawdowns:

Share Issue Date	Shares Issued		Proceeds Received ($ in millions)
For the three months ended March 31, 2023
February 21, 2023		62,171	$	1.15
Total capital drawdowns		62,171	$	1.15

Each of the above issuances and sales of our common stock, par value $0.001 per share, was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act. Each purchaser of common stock was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of stock sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the common stock for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuance and sale.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.

45

INDEX TO EXHIBITS

EXHIBIT NO.	EXHIBIT
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-56369), filed on November 22, 2021).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Amendment No. 1 to Form 10 (File No. 000-56369), filed on January 13, 2022).
10.1*	Senior Secured Revolving Credit Agreement, dated as of February 28, 2023, between the Company, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank as the Administrative Agent, Truist Securities, Inc. as Sole Book Runner and Joint Lead Arranger, BofA Securities, Inc., State Street Bank and Trust Company, and Sumitomo Mitsui Banking Corporation as Syndication Agents.
31.1*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Co-Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

46

SIGNATURES

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

	GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II
Date: May 9, 2023	/s/ Alex Chi
	Name: Alex Chi
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: May 9, 2023	/s/ David Miller
	Name: David Miller
	Title: Co-Chief Executive Officer and Co-President
	(Co-Principal Executive Officer)
Date: May 9, 2023	/s/ David Pessah
	Name: David Pessah
	Title: Chief Financial Officer and Treasurer
	(Principal Financial Officer and Principal Accounting Officer)

47

EX-10

EXHIBIT 10.1

Senior Secured Revolving Credit Agreement

dated as of

February 28, 2023,

between

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

as Borrower

The Lenders and Issuing Banks Party Hereto

and

truist bank
as Administrative Agent

$305,000,000

__________________

TRUIST SECURITIES, iNC.
as Sole Book Runner and Joint Lead Arranger

BofA Securities, Inc.
State Street Bank and Trust Company
Sumitomo Mitsui Banking Corporation
as Joint Lead Arrangers

Bank of America, N.A.
State Street Bank and Trust Company
Sumitomo Mitsui Banking Corporation
as Syndication Agents

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Page

ARTICLE I DEFINITIONS		2
SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Classification of Loans and Borrowings	53
SECTION 1.03.	Terms Generally	53
SECTION 1.04.	Accounting Terms; GAAP	54
SECTION 1.05.	Currencies; Currency Equivalents	54
SECTION 1.06.	Divisions	56
SECTION 1.07.	Issuers	56
SECTION 1.08.	Outstanding Indebtedness	56
SECTION 1.09.	Letter of Credit Amounts	56
SECTION 1.10.	Reclassification	56
SECTION 1.11.	Calculations	57
SECTION 1.12.	Rates	57
ARTICLE II THE CREDITS		57
SECTION 2.01.	The Commitments	57
SECTION 2.02.	Loans and Borrowings	58
SECTION 2.03.	Requests for Borrowings	59
SECTION 2.04.	Swingline Loans	60
SECTION 2.05.	Letters of Credit	63
SECTION 2.06.	Funding of Borrowings	68
SECTION 2.07.	Interest Elections	69
SECTION 2.08.	Termination, Reduction or Increase of the Commitments	71
SECTION 2.09.	Repayment of Loans; Evidence of Debt	74
SECTION 2.10.	Prepayment of Loans	76
SECTION 2.11.	Fees	80
SECTION 2.12.	Interest	82
SECTION 2.13.	Market Disruption and Alternate Rate of Interest	83
SECTION 2.14.	Increased Costs	87
SECTION 2.15.	Break Funding Payments	88
SECTION 2.16.	Taxes	89
SECTION 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	93
SECTION 2.18.	Defaulting Lenders	95

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SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	97
SECTION 2.20.	Illegality	98
ARTICLE III REPRESENTATIONS AND WARRANTIES		100
SECTION 3.01.	Organization; Powers	100
SECTION 3.02.	Authorization; Enforceability	100
SECTION 3.03.	Governmental Approvals; No Conflicts	100
SECTION 3.04.	Financial Condition; No Material Adverse Change	100
SECTION 3.05.	Litigation	101
SECTION 3.06.	Compliance with Laws and Agreements	101
SECTION 3.07.	Sanctions and Anti-Corruption Laws	101
SECTION 3.08.	Taxes	101
SECTION 3.09.	ERISA	102
SECTION 3.10.	Disclosure	102
SECTION 3.11.	Investment Company Act; Margin Regulations	102
SECTION 3.12.	Material Agreements and Liens	103
SECTION 3.13.	Subsidiaries and Investments	103
SECTION 3.14.	Properties	104
SECTION 3.15.	Affiliate Agreement	104
SECTION 3.16.	Security Documents	104
SECTION 3.17.	Affected Financial Institutions	104
ARTICLE IV CONDITIONS		105
SECTION 4.01.	Effective Date	105
SECTION 4.02.	Each Credit Event	106
ARTICLE V AFFIRMATIVE COVENANTS		107
SECTION 5.01.	Financial Statements and Other Information	107
SECTION 5.02.	Notices of Material Events	109
SECTION 5.03.	Existence; Conduct of Business	110
SECTION 5.04.	Payment of Obligations	110
SECTION 5.05.	Maintenance of Properties; Insurance	110
SECTION 5.06.	Books and Records; Inspection Rights	110
SECTION 5.07.	Compliance with Laws; Anti-Corruption; Sanctions	111

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Page

SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	111
SECTION 5.09.	Use of Proceeds	114
SECTION 5.10.	Status of RIC and BDC	114
SECTION 5.11.	Investment and Valuation Policies	114
SECTION 5.12.	Portfolio Valuation and Diversification, Etc	114
SECTION 5.13.	Calculation of Borrowing Base	120
ARTICLE VI NEGATIVE COVENANTS		130
SECTION 6.01.	Indebtedness	130
SECTION 6.02.	Liens	132
SECTION 6.03.	Fundamental Changes and Dispositions of Assets	134
SECTION 6.04.	Investments	136
SECTION 6.05.	Restricted Payments	138
SECTION 6.06.	Certain Restrictions on Significant Subsidiaries	138
SECTION 6.07.	Certain Financial Covenants	139
SECTION 6.08.	Transactions with Affiliates	139
SECTION 6.09.	Lines of Business	140
SECTION 6.10.	No Further Negative Pledge	140
SECTION 6.11.	Modifications of Certain Documents	140
SECTION 6.12.	Payments of Other Indebtedness	141
ARTICLE VII EVENTS OF DEFAULT		142
SECTION 7.01.	Events of Default	142
ARTICLE VIII THE ADMINISTRATIVE AGENT		146
SECTION 8.01.	The Administrative Agent	146
SECTION 8.02.	Certain ERISA Matters	149
SECTION 8.03.	Erroneous Payments	150
ARTICLE IX MISCELLANEOUS		153
SECTION 9.01.	Notices; Electronic Communications	153
SECTION 9.02.	Waivers; Amendments	154
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	157
SECTION 9.04.	Successors and Assigns	160
SECTION 9.05.	Survival	164

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SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	164
SECTION 9.07.	Severability	165
SECTION 9.08.	Right of Setoff	165
SECTION 9.09.	Governing Law; Jurisdiction; Etc	165
SECTION 9.10.	WAIVER OF JURY TRIAL	166
SECTION 9.11.	Judgment Currency	166
SECTION 9.12.	Headings	167
SECTION 9.13.	Treatment of Certain Information; Confidentiality	167
SECTION 9.14.	Certain Notices	168
SECTION 9.15.	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	169
SECTION 9.16.	No Fiduciary Duty	169
SECTION 9.17.	Acknowledgment Regarding Any Supported QFCs	170
SECTION 9.18.	Termination	170
SECTION 9.19.	Limited Recourse	170
SECTION 9.20.	Interest Rate Limitation	171
SECTION 9.21.	Lender Information Reporting	171
SCHEDULES
Schedule I	Commitments
Schedule II	Material Agreements; Liens
Schedule III	Effective Date Participation Interests
Schedule IV	Subsidiaries; Investments
Schedule V	Transactions with Affiliates
Schedule VI	Industry Classification Groups
Schedule VII	Approved Dealer; Approved Pricing Services
Schedule VIII	Excluded Assets
Schedule IX	Swingline Lenders and Issuing Banks
EXHIBITS
EXHIBIT A	Form of Assignment and Assumption
EXHIBIT B	Form of Borrowing Base Certificate
EXHIBIT C	Form of Borrowing Request
EXHIBIT D	Form of Interest Election Request
EXHIBIT E	Form of Promissory Note

-iv-

751446606

Senior Secured Revolving Credit Agreement dated as of February 28, 2023 (this “Agreement”), among GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II (the “Borrower”), the Lenders and ISSUING BANKS party hereto, and TRUIST BANK, as Administrative Agent.

The Borrower has requested that the Lenders provide the credit facilities described herein under this Agreement on the terms specified herein to, inter alia, extend credit to the Borrower in an initial aggregate principal or face amount not exceeding $305,000,000 at any one time outstanding. The Lenders are prepared to extend credit on the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:

751446606

Article I
Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, denominated in Dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted Covered Debt Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of Cash and Cash Equivalents included in the Portfolio Investments held by the Obligors (provided that Cash Collateral for outstanding Letters of Credit shall not be treated as a portion of the Portfolio Investments).

“Adjusted EURIBO Rate” means with respect to any Term Benchmark Borrowing denominated in Euro for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to the product of (a) the EURIBO Rate for Euros for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided, that, if the Adjusted EURIBO Rate shall be less than zero (0.00%), such rate shall be deemed to be zero (0.00%) for purposes of this Agreement.

“Adjusted Gross Borrowing Base” means (i) the Gross Borrowing Base plus (ii) the amount of any cash held in any “collection” (or similar) account of any Excluded Asset that is reflected on a “payment date schedule” or similar distribution statement (in each case, which may be a draft so long as the amount to be distributed has been finalized) to be irrevocably distributed or permitted under a waterfall to be irrevocably distributed within thirty (30) days from the date of such schedule or statement, directly or indirectly, to an Obligor on the next payment date or similar distribution date for such Excluded Asset.

“Administrative Agent” means Truist Bank, in its capacity as administrative agent for the Lenders hereunder.

“Administrative Agent’s Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance Rate” has the meaning assigned to such term in Section 5.13.

“Advisor” means Goldman Sachs Asset Management, L.P. or any of its Affiliates that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.

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

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“Affiliate” means, with respect to a specified Person at any time, another Person that at such time directly, or indirectly through one (1) or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified at such time. Anything herein to the contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes an Investment held by such specified Person in the ordinary course of business.

“Affiliate Agreements” means the Investment Management Agreement, dated as of November 1, 2021, by and between the Borrower and Goldman Sachs Asset Management, L.P.

“Agreed Foreign Currency” means, at any time, any of CAD, GBP and EUR, and, with the agreement of each Multicurrency Lender and Multicurrency Issuing Bank, any other Foreign Currency, so long as, in respect of any such specified Foreign Currency or other Foreign Currency, at such time (a) such Foreign Currency is dealt with in the relevant local market for obtaining quotations, and (b) no central bank or other governmental authorization in the country of issue of such Foreign Currency (including, in the case of the Euro, any authorization by the European Central Bank) is required to permit use of such Foreign Currency by any Multicurrency Lender for making any Revolving Loan hereunder or to permit any Issuing Bank to issue (or to make payment under) any Letter of Credit denominated in such Foreign Currency and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon (or to repay any LC Disbursement under a Letter of Credit denominated in such Foreign Currency), unless such authorization has been obtained and is in full force and effect.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% and (c) the rate per annum equal to Term SOFR for an interest period of one (1) month plus 1.00%. Notwithstanding the foregoing, if the Alternate Base Rate, determined as set forth above, shall be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefore) shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefore), respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain a quotation in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14, then the Alternate Base Rate shall be determined without reference to clause (c) above.

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

“Applicable Currencies” means Dollars and each Agreed Foreign Currency.

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

“Applicable Margin” means: (a) with respect to any ABR Loan, 1.00% per annum, (b) with respect to any Term Benchmark Loan, 2.00% per annum and (c) with respect to any RFR Loan, 2.00% per annum; provided that if the Gross Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is greater than or equal to the product of 1.60 and the Combined Debt Amount, (i) with respect to any ABR Loan, 0.75% per annum, (ii) with respect to any Term Benchmark Loan, 1.75% per annum and (iii) with respect to any RFR Loan, 1.75% per annum.

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

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Revolving Commitments of such Lender. If the Revolving Commitments have terminated or expired, the Applicable Percentages previously based on such Revolving Commitments shall be determined based upon the existing Revolving Credit Exposure.

“Approved Dealer” means (a) in the case of any Portfolio Investment that is not a U.S. Government Security, a bank or a broker-dealer registered under the Securities Exchange Act of 1934 of nationally recognized standing or an Affiliate thereof, (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities, and (c) in the case of any foreign Portfolio Investment, any foreign bank or broker-dealer of internationally recognized standing or an Affiliate thereof, in the case of each of clauses (a), (b) and (c) above, as set forth on Schedule VII or any other bank or broker-dealer or Affiliate thereof acceptable to the Administrative Agent in its reasonable determination.

“Approved Pricing Service” means a pricing or quotation service as set forth in Schedule VII or any other pricing or quotation service approved by the Advisor (so long as it has the necessary delegated authority) or the board of directors (or the appropriate committee thereof with the necessary delegated authority) of the Borrower and designated in writing to the Administrative Agent (which designation, if approved by the board of directors of the Borrower, shall be accompanied by a copy of a resolution of the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) that such pricing or quotation service has been approved by the Borrower).

“Approved Third-Party Appraiser” means each of (a) Murray, Devine & Co., (b) Houlihan Lokey Howard & Zukin Inc., (c) Lincoln International LLC (formerly known as Lincoln Partners LLC), (d) Duff & Phelps Corporation, (e) Valuation Research Corporation, (f) Alvarez & Marsal, (g) Citrin Cooperman and (h) any other third party appraiser selected by the Borrower in its reasonable discretion.

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“Asset Coverage Ratio” means the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented by Senior Securities, to (b) the aggregate amount of Senior Securities representing indebtedness in each case, of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders, declarations, opinions, relief or letters issued by the SEC or any other government or regulatory authority). The calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive relief or order granted or issued by the SEC with respect to the Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect, and (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee to which the Borrower or any other Obligor is a party. The outstanding utilized notional amount of any Credit Default Swap where an Obligor is a protection seller, in each case, less the value of the margin posted by the Borrower or any of its Subsidiaries thereunder at such time shall be treated as a Senior Security of the Borrower for the purposes of calculating the Asset Coverage Ratio.

“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or such other form as is reasonably acceptable to the Administrative Agent and the Borrower.

“Assuming Lender” has the meaning assigned to such term in Section 2.08(e).

“Availability Period” means, with respect to any Revolving Commitments, the period from and including the Effective Date to but excluding the earlier of the Commitment Termination Date and the date of termination of such Revolving Commitments.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Applicable Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.13(e).

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

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“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act of 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Basel III” means the agreements on capital requirements, leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented or restated.

“Benchmark” means, initially, with respect to any Loans denominated in (a) Dollars, the Term SOFR Reference Rate, (b) GBP, the Daily Simple RFR, and (c) any other Applicable Currency, the Relevant Rate for such Currency; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date has occurred with respect to the Term SOFR Reference Rate, the Daily Simple RFR or such Relevant Rate, as applicable, then “Benchmark” shall mean the applicable Benchmark Replacement for such Applicable Currency to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.13(b).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, other than in the case of the Term SOFR Reference Rate, such alternative shall be the alternative set forth in clause (2) below:

(1) the sum of: (a) Daily Simple SOFR and (b) 0.10%; and

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

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark for an Applicable Currency with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the Applicable Currency giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the Applicable Currency in the U.S. syndicated loan market at such time.

“Benchmark Replacement Date” means, (x) with respect to any Benchmark (other than the Term SOFR Reference Rate), the earliest to occur of the following events with respect to such then-current Benchmark and (y) with respect to the Term SOFR Reference Rate, a date and time determined by the Administrative Agent in its reasonable discretion, which date shall be no later than the earliest to occur of the following events with respect to such then-current Benchmark:

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

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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

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

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

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

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13.

“Beneficial Ownership Certification” means, for a “legal entity customer” (as such term is defined in the Beneficial Ownership Regulation), a certification regarding beneficial ownership or control to the extent required by the Beneficial Ownership Regulation.

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

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

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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

“Borrower” has the meaning assigned to such term in the preamble of this Agreement.

“Borrowing” means (a) all ABR Loans of the same Class and Type made, converted or continued on the same date, (b) all Term Benchmark Loans of the same Class and Type denominated in the same Currency that have the same Interest Period, (c) all RFR Loans of the same Class and Type, (d) a Pro-Rata Borrowing and/or (e) a Swingline Loan, as applicable.

“Borrowing Base” has the meaning assigned to such term in Section 5.13.

“Borrowing Base Certificate” means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit B or such other form as is reasonably acceptable to the Administrative Agent and appropriately completed.

“Borrowing Base Deficiency” means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 substantially in the form of Exhibit C or such other form as is reasonably acceptable to the Administrative Agent.

“Borrowing Value” means, as of any date, the sum of the products obtained by multiplying (i) the Value of each Portfolio Investment in the Borrowing Base and (ii) the applicable Advance Rate for such Portfolio Investment. With respect to any limitation set forth in Section 5.13 that is based on Borrowing Value, such Borrowing Value shall be determined after giving effect to the portfolio limitations and valuation criteria specified in Section 5.13 (other than any adjustment required pursuant to paragraphs (d), (e) and (h) thereof). For the avoidance of doubt, (a) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth in Section 5.13 shall be without duplication of any other such Advance Rate reductions and (b) to the extent the Borrowing Value is required to be reduced to comply with Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Value to effect such reduction.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in relation to Term Benchmark Loans or any interest rate settings, fundings, disbursements, settlements or payments of any such Term Benchmark Loan, or any other dealings in the applicable Currency of such Term Benchmark Loan, the term “Business Day” shall also exclude any day that is not a Term Benchmark Banking Day for such Currency and (b) when used in relation to RFR Loans or any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in GBP, the term “Business Day” shall also exclude any day that is not a RFR Business Day.

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“CAD” and “C$” denote the lawful currency of Canada.

“CAD Screen Rate” has the meaning assigned to such term in the definition of “CDO Rate”.

“Calculation Amount” means, as of the end of any Testing Period, an amount equal to the greater of: (a) (i) 125% of the Adjusted Covered Debt Balance (as of the end of such Testing Period) minus (ii) the aggregate Value of all Quoted Investments (including, without duplication, Market Value Investments) included in the Borrowing Base (as of the end of such Testing Period) and (b) 10% of the aggregate Value of all Unquoted Investments included in the Borrowing Base (as of the end of such Testing Period); provided that in no event shall more than 25% (or, if clause (b) applies, 10%, or as near thereto as reasonably practicable) of the aggregate Value of the Unquoted Investments in the Borrowing Base be tested by the Independent Valuation Provider in respect of any applicable Testing Period; and provided, further, that notwithstanding anything to the contrary in this Agreement, Market Value Investments shall be deemed to be Quoted Investments for purposes of this definition.

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day CAD bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided, that if any of the above rates shall be less than 1%, such rate shall be deemed to be 1% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or CDOR shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.

“Capital Call Facility” means any debt facility of the Borrower secured to the extent permitted under Section 6.02(k), including the facility established by the Revolving Credit Agreement, dated November 26, 2021, by and among the Borrower, the various financial institutions from time to time party thereto as lenders and Bank of America, N.A., as the administrative agent for the lenders (or any amendment, extension, renewal or replacement thereof secured to the extent permitted by Section 6.02(k)).

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. Notwithstanding any other provision contained herein, any change in GAAP after December 15, 2018 that would require an operating lease to be treated similar to a capital lease shall not be given effect hereunder.

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“Cash” means any immediately available funds in Dollars or in any currency other than Dollars which is a freely convertible currency.

“Cash Equivalents” means investments (other than Cash) that are one (1) or more of the following obligations:

(a) U.S. Government Securities, in each case maturing within one (1) year from the date of acquisition thereof;

(b) investments in commercial paper or other short-term corporate obligations maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such investment shall also have an equivalent credit rating from any other rating agency);

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one hundred eighty (180) days from the date of acquisition thereof (i) issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof or under the laws of the jurisdiction or any constituent jurisdiction thereof in which the Principal Financial Center in respect of any Agreed Foreign Currency is located; provided that such certificates of deposit, banker’s acceptances and time deposits are held in a securities account (as defined in the Uniform Commercial Code) through which the Collateral Agent can perfect a security interest therein and (ii) having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such investment shall also have an equivalent credit rating from any other rating agency);

(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days from the date of acquisition thereof for U.S. Government Securities and entered into with (i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) an Approved Dealer having (or being a member of a consolidated group having) at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such Approved Dealer shall also have an equivalent credit rating from any other rating agency);

(e) investments in (x) money market funds that invest and which are restricted by their respective charters to invest, substantially all of their assets in investments of the type described in the immediately preceding clauses (a) through (d) above (including as to credit quality and maturity), and (y) without limiting the immediately preceding clause (x), Goldman Financial Square Government Fund, Goldman Sachs Financial Square Prime Obligations Fund, Goldman Sachs Financial Square Treasury Obligations Fund and Goldman Sachs Financial Square Federal Fund, in each case rated no lower than the then-current rating of the federal government of the United States;

(f) a Reinvestment Agreement;

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(g) money market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm” or “Aam-G” by S&P, respectively; and

(h) any of the following offered by the Custodian (or any successor custodian or other entity acting in a similar capacity with respect to the Borrower) (I) money market deposit accounts, (II) eurodollar time deposits, (III) commercial eurodollar sweep services or (IV) open commercial paper services, in each case having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s and maturing not later than two hundred seventy (270) days from the date of acquisition thereof;

provided, that (i) in no event shall Cash Equivalents include any obligation that provides for the payment of interest alone (for example, interest-only securities or “IOs”); (ii) if any of Moody’s or S&P changes its rating system, then any ratings included in this definition shall be deemed to be an equivalent rating in a successor rating category of Moody’s or S&P, as the case may be; (iii) Cash Equivalents (other than U.S. Government Securities, certificates of deposit, repurchase agreements or the money market funds described in clause (e) of this definition of “Cash Equivalents”) shall not include any such investment representing more than 10% of total assets of the Obligors in any single issuer; and (iv) in no event shall Cash Equivalents include any obligation that is not denominated in Dollars or an Agreed Foreign Currency.

“CDO Rate” means, on any day, the annual rate of interest that is the rate based on an average rate applicable to CAD bankers’ acceptances for a term equal to the term of the relevant Interest Period appearing on the applicable Bloomberg screen page (or, in the event such rate does not appear on a page of the Bloomberg screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at approximately 10:00 a.m. (Toronto time), on such date, or if such date is not a Business Day, on the immediately preceding Business Day (the “CAD Screen Rate”); provided that, if such rate shall be less than zero (0.00%), such rate shall be deemed to be zero (0.00%).

“Central Bank Rate” means the greater of (A) the sum of (i) for any Loan denominated in (x) GBP, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (y) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time or (z) any other Agreed Foreign Currency, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (ii) the applicable Central Bank Rate Adjustment and (B) 0%.

“Central Bank Rate Adjustment” means, for any date, for any Loan denominated in (A) GBP, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the

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average of SONIA for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest SONIA applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of GBP in effect on the last RFR Business Day in such period, (B) Euros, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBO Rate for the five most recent Term Benchmark Banking Days for Euro preceding such day for which the EURIBO Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBO Screen Rate applicable during such period of five Term Benchmark Banking Days for Euro) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Term Benchmark Banking Day for Euro in such period and (C) any other Agreed Foreign Currency, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For the purposes of this definition, (x) the term “Central Bank Rate” shall be determined disregarding clause (A)(ii) of the definition of such term and (y) each of the EURIBO Rate on any day shall be based on the EURIBO Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Foreign Currency for a maturity of one month.

“Change in Control” means the Advisor ceases to be the investment advisor for the Borrower.

“Change in Law” means (a) the adoption of any law, rule or regulation after the Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Effective Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Effective Date; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements 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”, when used in reference to any Loan or Borrowing, refers to in the case of a Revolving Loan, whether such Loan is a, or the Loans constituting such Borrowing are, Dollar Loan(s), Multicurrency Loan(s) or Swingline Loan(s), as applicable; in the case of any Revolving Lender, whether such Lender is a Dollar Lender or a Multicurrency Lender; and, when used in reference to any Commitment, refers to whether such Commitment is a Dollar Commitment or a Multicurrency Commitment and, when used in reference to any LC Exposure, refers to whether such LC Exposure is a Dollar LC Exposure or a Multicurrency LC Exposure.

“CLO Securities” means debt securities, mezzanine securities, equity securities, residual interests or composite or combination securities (i.e. securities consisting of a combination of debt and equity securities that are issued in effect as a unit) including synthetic securities that provide synthetic credit exposure to debt securities, mezzanine securities, equity securities, residual interests or composite or combination securities (or other investments, including any interests held

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to comply with applicable risk retention requirements, that similarly represent an investment in underlying pools of leveraged portfolios), that, in each case, entitle the holders thereof to receive payments that (i) depend on the cash flow from a portfolio consisting primarily of ownership interests in debt securities, corporate loans or asset-backed securities or (ii) are subject to losses owing to credit events (howsoever defined) under credit derivative transactions with respect to debt securities, corporate loans or asset-backed securities.

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

“Collateral” has the meaning assigned to such term in the Guarantee and Security Agreement.

“Collateral Agent” means Truist Bank in its capacity as Collateral Agent under the Guarantee and Security Agreement, and includes any successor Collateral Agent thereunder.

“Collateral Pool” means, at any time, each Portfolio Investment that has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent and is subject to the Lien of the Guarantee and Security Agreement, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein and in which the Collateral Agent has a first-priority perfected Lien as security for the Secured Obligations (subject to any Lien permitted by Section 6.02 hereof with respect to such Portfolio Investment), provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected (subject to Permitted Liens under clause (g) of the definition thereof) security interest pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may be included in the Collateral Pool so long as all remaining actions to complete “Delivery” are satisfied in full within the longest period of (i) seven (7) days of such inclusion and (ii) as the Collateral Agent may agree in its reasonable discretion.

“Combined Debt Amount” means, as of any date, (i) the aggregate principal amount of Revolving Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date) plus (ii) the aggregate principal amount of outstanding Designated Indebtedness and, without duplication, unused Designated Indebtedness Commitments (as defined in the Guarantee and Security Agreement) that have not expired or been terminated.

“Commitment” means, collectively, the Revolving Commitments.

“Commitment Increase” has the meaning assigned to such term in Section 2.08(e).

“Commitment Increase Date” has the meaning assigned to such term in Section 2.08(e).

“Commitment Termination Date” means February 26, 2027.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Concurrent Transactions” means, with respect to any proposed action or transaction hereunder, (a) any acquisition or sale of Portfolio Investments or other property or assets, (b) any payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by

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Section 2.04(l), or payment of other Indebtedness that is included in the Covered Debt Amount, (c) any return of capital or other distribution or receipt of cash from any Investment, (d) any incurrence of Indebtedness and the use of proceeds thereof, (e) any sale of Equity Interests of the Borrower, and (f) any pro forma adjustments related to any of the actions or transactions described in the foregoing clauses (a) through (e), in each case, (x) that occurs substantially simultaneously with such proposed action or transaction and (y) is evidenced by a current Borrowing Base Certificate delivered by the Borrower (which may include any activities permitted to be included under clause (x) above).

“Conforming Changes” means with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Relevant Rate”, the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of “Term Benchmark Banking Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period”, the definition of “Daily Simple RFR”, the definition of “RFR”, the definition of “RFR Business Day”, the definition of “RFR Interest Day”, the definition of “RFR Reference Day”, the definition of or any similar or analogous definition, timing and frequency of determining rates and making payments of interest, timing and borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.15 and other technical, administrative or operational matters) that the Administrative Agent (after consultation with the Borrower) decides in its reasonable discretion may be appropriate or reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent (after consultation with the Borrower) determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Group” has the meaning assigned to such term in Section 5.13(a).

“Contingent Borrowing Base Deficiency” means, at any time that any Contingent Secured Indebtedness is outstanding, if the inclusion of all such Contingent Secured Indebtedness and the Portfolio Investments subject to the underlying repurchase transactions in the Covered Debt Amount and the Borrowing Base, respectively, would result in a Borrowing Base Deficiency.

“Contingent Secured Indebtedness” means, on any date, Indebtedness of an Obligor (which may be guaranteed by one or more other Obligors) that (a) is incurred pursuant to one or more repurchase arrangements, (b) has a maturity at issuance of no more than 180 days (or, in the case of any renewal or extension thereof, 180 days after the then-current expiration date of such Contingent Secured Indebtedness) and (c) is not secured by any Collateral (other than by (x) any Portfolio Investment to the extent otherwise permitted to be transferred to an Excluded Asset hereunder, (y) the participation interest such Obligor sells in the underlying asset for such repurchase agreement(s) or (z) any note or security issued by a Subsidiary of an Obligor that such Obligor sells or purports to sell, which economically represents the underlying asset for such repurchase agreement).

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“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; provided, however, “Control” shall not include “negative” control or “blocking” rights that constitute “protective rights” whereby action cannot be taken without the vote or consent of any Person.

“Control Agreement” has the meaning assigned to such term in the Guarantee and Security Agreement.

“Controlled Foreign Corporation” means any Subsidiary which is (i) a “controlled foreign corporation” (within the meaning of Section 957 of the Code), (ii) a subsidiary substantially all the assets of which consist of debt or equity in Subsidiaries described in clause (i) of this definition, or (iii) an entity treated as disregarded for U.S. federal income tax purposes that owns more than 65% of the voting stock of a Subsidiary described in clause (i) or (ii) of this definition.

“Covered Debt Amount” means, on any date, without duplication, (a) all of the Credit Exposures of all Lenders on such date plus (b) the aggregate principal amount of outstanding Permitted Indebtedness, Shorter Term Secured Indebtedness, Special Longer Term Unsecured Indebtedness, all Indebtedness incurred pursuant to Section 6.01(m) and all Indebtedness incurred pursuant to Section 6.01(n) on such date plus (c) the aggregate principal amount of outstanding Indebtedness on such date incurred pursuant to Section 6.01(i) minus (d) the LC Exposures fully cash collateralized on such date pursuant to Section 2.05(l) or otherwise backstopped in a manner satisfactory to the relevant Issuing Bank in its sole discretion; provided that the aggregate principal amount (whether incurred pursuant to Section 6.01(m), Section 6.01(n) or otherwise) of all such Permitted Indebtedness consisting of Unsecured Indebtedness, Special Longer Term Unsecured Indebtedness (other than Excess Special Longer Term Unsecured Indebtedness) (whether incurred pursuant to Section 6.01(m), Section 6.01(n) or otherwise), and 50% of all such Shorter Term Unsecured Indebtedness (including, for the avoidance of doubt, any Excess Special Longer Term Unsecured Indebtedness) (whether incurred pursuant to Section 6.01(m), Section 6.01(n) or otherwise) shall be excluded from the calculation of the Covered Debt Amount, in each case, to the extent then outstanding, until the date that is nine (9) months prior to the scheduled maturity date of such Unsecured Indebtedness, Special Longer Term Unsecured Indebtedness, or Shorter Term Unsecured Indebtedness (including, for the avoidance of doubt, any Excess Special Longer Term Unsecured Indebtedness), as applicable; provided that to the extent, but only to the extent, any portion of such Unsecured Indebtedness, Special Longer Term Unsecured Indebtedness, or Shorter Term Unsecured Indebtedness (including, for the avoidance of doubt, any Excess Special Longer Term Unsecured Indebtedness) is subject to a contractually scheduled amortization payment, other mandatory principal payment or mandatory redemption (other than any conversion into Permitted Equity Interests) earlier than six (6) months after the Maturity Date (in the case of Unsecured Indebtedness) or earlier than the original final maturity date of such Indebtedness (in the case of Special Longer Term Unsecured Indebtedness, or Shorter Term Unsecured Indebtedness (including, for the avoidance of doubt, any Excess Special Longer Term Unsecured Indebtedness), such portion of such Indebtedness, to the extent then outstanding, but only to the extent of such portion, shall be included in the calculation of the Covered Debt Amount beginning upon the date that is the later of (i) nine (9) months prior to such scheduled amortization payment, other mandatory principal payment or mandatory redemption and (ii) the date the Borrower

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becomes aware that such Indebtedness is required to be paid or redeemed. For the avoidance of doubt, for purposes of calculating the Covered Debt Amount, any convertible securities that constitute Indebtedness that is required to be included in the “Covered Debt Amount” will be included at the then outstanding principal balance thereof and in no event shall (x) any Contingent Secured Indebtedness (whether incurred pursuant to Section 6.01(m), Section 6.01(n) or otherwise) be included in the Covered Debt Amount other than for purposes of determining whether a Contingent Borrowing Base Deficiency has occurred or is continuing or (y) any Capital Call Facility be included in the Covered Debt Amount.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to such term in Section 9.17.

“Credit Default Swap” means any credit default swap entered into as a means to (i) invest in bonds, notes, loans, debentures or securities on a leveraged basis (including, without limitation, total return swaps) or (ii) hedge the default risk of bonds, notes, loans, debentures or securities.

“Credit Exposure” means, with respect to any Lender at any time, such Lender’s Revolving Credit Exposure at such time.

“Currency” means Dollars or any Foreign Currency.

“Custodian” means State Street Bank and Trust Company, or any other financial institution mutually agreeable to the Collateral Agent and the Borrower, as custodian holding documentation for Portfolio Investments, and accounts of the Borrower and/or other Obligors holding Portfolio Investments, on behalf of the Borrower and/or such other Obligors or any successor in such capacity pursuant to a Custodian Agreement. The term “Custodian” includes any agent or sub-custodian acting on behalf of the Custodian.

“Custodian Agreement” means (a) the Custodian Contract, dated as of October 13, 2020, by and between the Borrower and Custodian and (b) any other custodian agreement by and among the applicable Obligor, the Custodian and any other parties from time to time party thereto in form and substance substantially similar to the Custodian Agreement described in clause (a) or otherwise reasonably acceptable to the Collateral Agent.

“Daily Simple RFR”means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) SONIA for the day (the “RFR Reference Day”) that is five RFR Business Days prior to (i) if such RFR Interest Day is a RFR Business Day, such RFR Interest Day or (ii) if such RFR Interest Day is not a RFR Business Day, the RFR Business Day immediately

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preceding such RFR Interest Day, in each case, plus the applicable RFR Applicable Credit Adjustment Spread for the Interest Period in which such RFR Interest Day occurs, and (b) 0.00%. If by 5:00 p.m. (London time), on the second Business Day immediately following any RFR Reference Day, the applicable RFR Rate in respect of such RFR Reference Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR Rate for such RFR Reference Day will be the RFR Rate as published in respect of the first preceding RFR Business Day for which such RFR Rate was published on the SONIA Administrator’s Website; provided that any RFR Rate as determined pursuant to this sentence shall be utilized for purposes of calculating the Daily Simple RFR for no more than three consecutive RFR Interest Days. Any change in Daily Simple RFR due to a change in the applicable RFR Rate shall be effective from and including the effective date of such change in such RFR Rate without notice to the Borrower.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, the SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of the calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

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

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within two (2) Business Days of the date required to be funded by it hereunder, unless, in the case of any Loan, such Lender notifies the Administrative Agent and the Borrower in writing that such Lender’s failure is based on such Lender’s reasonable determination that the conditions precedent to funding such Loan under this Agreement have not been met, such conditions have not otherwise been waived in accordance with the terms of this Agreement and such Lender has advised the Administrative Agent and the Borrower in writing (with reasonable detail of those conditions that have not been satisfied) prior to the time at which such funding was to have been made, (b) notified the Borrower, the Administrative Agent, any Issuing Bank, Swingline Lender

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or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit (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 commercially reasonable determination that a condition precedent to funding or extension of credit (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within two (2) Business Days after request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit (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 Borrower), (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a good faith dispute, (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or (f) become the subject of a Bail-In Action or has a parent company that has 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.

“Designated Indebtedness” has the meaning assigned to such term in the Guarantee and Security Agreement.

“Designated Subsidiary” means:

1. An SBIC Subsidiary; or

2. (a) a direct or indirect Subsidiary of the Borrower or any other Obligor designated by the Borrower as a “Designated Subsidiary” which meets the following criteria:

(i) to which any Obligor sells, conveys or otherwise transfers (whether directly or indirectly) Investments, which engages in no material activities other than in connection with the purchasing, holding, transferring and financing of one (1) or more assets;

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(ii) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary (A) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (B) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (C) subjects any property of any Obligor (other than property that has been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary or any equity of such Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof;

(iii) with which no Obligor has any material contract, agreement, arrangement or understanding other than on terms, taken as a whole, not materially less favorable to such Obligor (excluding customary sale and contribution agreements and master participation agreements) than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to any Standard Securitization Undertakings; and

(iv) to which no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings; or

(b) a direct or indirect Subsidiary of the Borrower designated by the Borrower as a “Designated Subsidiary” and which meets the following criteria:

(i) such Subsidiary is the direct parent of any Designated Subsidiary referred to in clause (a) and meets the criteria set forth in clause (a)(ii);

(ii) such Subsidiary engages in no activities and has no assets (other than in connection with the transfer of assets to and from any Designated Subsidiary referred to in clause (a), its ownership of all of the Equity Interests of any Designated Subsidiary referred to in clause (a), any contracts, agreements, arrangements or arrangements not prohibited by clause (iii) below and Standard Securitization Undertakings) or liabilities (other than in connection with any contracts, agreements, arrangements or arrangements not prohibited by clause (iii) below and Standard Securitization Undertakings);

(iii) no Obligor has any material contract, agreement, arrangement or
understanding with such holding company other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to any Standard Securitization Undertakings; and

(iv) no Obligor has any obligation to maintain or preserve such holding company’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings.

Any such designation under clauses (2)(a) and 2(b) by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation

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complied with the foregoing conditions set forth in clauses (2)(a) or (2)(b). For the avoidance of doubt, in the case of clause (2)(a), no Subsidiary Guarantor shall be designated as a Designated Subsidiary unless the Borrower shall be in compliance with Section 6.03(d) immediately after giving effect to any such designation. Each Subsidiary of a Designated Subsidiary shall be deemed to be a Designated Subsidiary and shall comply with the foregoing requirements of this definition. The parties hereby agree that the Subsidiaries identified as Designated Subsidiaries on Schedule IV hereto, shall each constitute a Designated Subsidiary so long as they comply with the foregoing requirements of this definition.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), 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; provided that the term “Disposition” or “Dispose” shall not include the disposition of Investments originated by the Borrower and immediately transferred to a Designated Subsidiary pursuant to a transaction not prohibited hereunder or any disposition of a Portfolio Investment received from an Excluded Asset and promptly transferred to another Excluded Asset pursuant to the terms of Section 6.03(i).

“Disqualified Equity Interests” means any Equity Interests of the Borrower that after issuance are subject to any agreement between the holder of such Equity Interests and the Borrower whereby the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate all such Equity Interests at any time prior to the first anniversary of the Maturity Date, other than (x) as a result of a change of control or asset sale, or (y) in connection with any purchase, redemption, retirement, acquisition, cancellation or termination with, or in exchange for, shares of Equity Interests that are not Disqualified Equity Interests.

“Disqualified Lender” means (i) those Persons that have been identified by the Borrower in writing to the Administrative Agent on or prior to the Effective Date, (ii) any Person that is identified by the Borrower in writing to the Administrative Agent and approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) and (iii) Affiliates of any Person identified in clauses (i) or (ii) above that are either identified in writing to the Administrative Agent by the Borrower from time to time or readily identifiable solely based on the similarity of such Affiliate’s name. The identification of a Disqualified Lender after the Effective Date shall not apply to retroactively disqualify any Person that has previously acquired an assignment or participation interest in any Loan or Commitment (or any Person that, prior to such identification, has entered into a bona fide and binding trade for either of the foregoing and has not yet acquired such assignment or participation); provided, that any designation of a Person as a Disqualified Lender shall not be effective until the Business Day after written notice thereof by the Borrower to the Administrative Agent and approval by the Administrative Agent to the extent required in clause (ii) above. The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to provide the list of Disqualified Lenders to each Lender requesting the same (so long as such Lender agrees to keep such list confidential in accordance with Section 9.13).

“Dollar Commitment” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Revolving Loans denominated in Dollars hereunder, expressed as an

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amount representing the maximum aggregate amount of such Lender’s Revolving Dollar Credit Exposure permitted hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to Section 2.08 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Dollar Commitment as of the Effective Date is set forth on Schedule I or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Dollar Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Effective Date is $0.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, and (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency at such time.

“Dollar Issuing Bank” means any Issuing Bank identified in Schedule IX (as amended from time to time pursuant to Section 2.08), and its successors in such capacity as provided in Section 2.05(j), that has agreed to issue Letters of Credit under its respective Dollar Commitment.

“Dollar LC Exposure” means a Dollar Lender’s LC Exposure under its Dollar Commitment.

“Dollar Lender” means the Persons listed on Schedule I as having Dollar Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or Incremental Assumption Agreement that provides for it to assume a Dollar Commitment or to acquire Revolving Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or Incremental Assumption Agreement or otherwise in accordance with the terms hereof.

“Dollar Loan” means a Revolving Loan made pursuant to the Dollar Commitments.

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than a Controlled Foreign Corporation.

“EBITDA” means the consolidated net income of the applicable Person (excluding extraordinary, unusual or non-recurring gains and extraordinary losses (but solely to the extent excluded in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Portfolio Investment)) for the relevant period plus, without duplication, the following to the extent deducted in calculating such consolidated net income in the relevant agreement relating to the applicable Portfolio Investment for such period: (i) consolidated interest charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, and (iv) such other adjustments included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for substantially similar debt of other

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similarly situated borrowers at the time such relevant agreements are entered into as reasonably determined in good faith by the Borrower.

“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 clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

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

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for U.S. federal income tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest. As used in this Agreement, “Equity Interests” shall not include convertible debt unless and until such debt has been converted to capital stock or other Equity Interests.

“ERISA” means the U.S. 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) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA) applicable to such Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan under Section 4041 of ERISA or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to a withdrawal from a Plan subject to Section 4063 of ERISA during a plan year in

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which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or a complete withdrawal or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice from any Multiemployer Plan concerning the imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or a determination that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA).

“Erroneous Payment” has the meaning assigned to such term in Section 8.03(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in Section 8.03(d).

“Erroneous Payment Impacted Class” has the meaning assigned to such term in Section 8.03(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 8.03(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 8.03(d).

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

“EUR”, “€” and “Euro” denote the single currency of the Participating Member States.

“EURIBO Rate” means, for any Interest Period, in the case of any Term Benchmark Borrowing denominated in Euro, the Euro interbank offered rate administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a term equal to the term of the relevant Interest Period appearing on the Bloomberg screen page (currently EURIBOR01) (or, in the event such rate does not appear on a page of the Bloomberg screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m. (Brussels time), on such date, or if such date is not a Business Day, on the immediately preceding Business Day (the “EURIBO Screen Rate”).

“EURIBO Screen Rate” has the meaning assigned to such term in the definition of “EURIBO Rate”.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Special Longer Term Unsecured Indebtedness” means any Special Longer Term Unsecured Indebtedness in excess of $150,000,000 at any one time outstanding.

“Exchange Rate” means, on any day, for purposes of determining the Dollar Equivalent of any amount denominated in a currency other than Dollars, the rate at which such other currency may be exchanged into Dollars at approximately 11:00 a.m. London time on such day as set forth

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on the Bloomberg World Currency Value Page for such currency. In the event that such rate does not appear on such Bloomberg Page (or on any successor or substitute page), the Exchange Rate shall be determined by reference to such other publicly available information service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such an agreement, the Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. New York City time on such date for the purchase of Dollars with such currency for delivery two (2) Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Asset Lien” has the meaning assigned to such term in Section 6.02(e).

“Excluded Assets” means the entities identified as Excluded Assets in Schedule VIII hereto, any Permitted CLO Issuer and finance lease obligations, and each Designated Subsidiary, and any similar assets or entities in which any Obligor holds an interest on or after the Effective Date, and, in each case, their respective Subsidiaries, unless, in the case of any such asset or entity, the Borrower designates in writing to the Collateral Agent that such asset or entity is not to be an Excluded Asset.

“Excluded Swap Obligation” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Subsidiary Guarantor (determined after giving effect to Section 3.11 of the Guarantee and Security Agreement and any other “Keepwell, support or other agreement” for the benefit of such Subsidiary Guarantor) or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by net income (however denominated), branch profits Taxes, and franchise Taxes, in each case, (i) imposed by the United States of America, or by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender or any Issuing Bank, any United States withholding tax that is imposed on amounts payable to or on account of such Lender or Issuing Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date (i) such Lender or Issuing

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Bank becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.19(b) or 9.02(d)) or (ii) such Lender or Issuing Bank designates a new lending office, except to the extent that such Lender or Issuing Bank (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16(a), (c) Taxes attributable to such Lender or Issuing Bank’s failure to comply with Section 2.16(f), (g) or (h), and (d) any United States federal withholding Taxes imposed under FATCA.

“Extraordinary Receipts” means any cash received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments received not in the ordinary course of business and any purchase price adjustment received not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance (excluding, however, for the avoidance of doubt, proceeds of any issuance of Equity Interests and issuances of Indebtedness by any Obligor); provided that Extraordinary Receipts shall not include any (v) amounts that the Borrower receives from the Administrative Agent or any Lender pursuant to Section 2.16(i), (w) cash receipts to the extent received from proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds, awards or payments are received by any Person in respect of any unaffiliated third party claim against or loss by such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto, (x) taxes paid or reasonably estimated to be payable by the Borrower or such other Obligor as a result of such cash receipts (after taking into account any available tax credits or deductions); provided that, if the amount of any estimated taxes pursuant to clause (x) exceeds the amount of taxes actually required to be paid in cash in respect of any such event, the aggregate amount of such excess shall constitute Extraordinary Receipts (as of the date the Borrower determines such excess exists), (y) any costs, fees, commissions, premiums and expenses incurred by the Borrower or such other Obligor directly incidental to such cash receipts, including reasonable legal fees and expenses or (z) proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings.

“Facility Termination Date” means the first date on which (a) the Commitments have expired or been terminated, (b) the principal of and accrued interest on each Loan and all fees and other amounts payable hereunder (other than Unasserted Contingent Obligations) shall have been paid in full in cash, (c) all Letters of Credit shall have (w) expired, (x) terminated, (y) been cash collateralized in the manner required by Section 2.05(k) or (z) otherwise been backstopped in a manner satisfactory to the relevant Issuing Bank in its sole discretion and (d) all LC Disbursements then outstanding shall have been reimbursed.

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

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treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the NYFRB, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the quotations for such day for such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds Effective Rate, as determined as provided above, would otherwise be less than zero (0.00%), then the Federal Funds Effective Rate shall be deemed to be zero (0.00%) for purposes of this Agreement.

“Financial Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, chief accounting officer, treasurer, assistant treasurer, controller or assistant controller of the Borrower.

“Floor” means zero percent (0.00%).

“Foreign Currency” means at any time any Currency other than Dollars.

“Foreign Currency Equivalent” means, with respect to any amount in Dollars, the amount of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as reasonably determined by the Administrative Agent.

“Foreign Lender” means any Lender or any Issuing Bank that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“GAAP” means generally accepted accounting principles in the United States of America.

“GBP”, “£” and “sterling” denote the lawful currency of the United Kingdom.

“GICS” means, as of any date, the most recently published Global Industry Classification Standard.

“GICS Industry Group Classification” means any industry group classification within GICS, as updated and amended from time to time.

“Governmental Authority” means the government of the United States of America, or of any other nation, or 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 body exercising such powers or functions (such as the European Union or the European Central Bank).

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“Gross Borrowing Base” has the meaning assigned to such term in Section 5.13(h).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary indemnification agreements entered into in the ordinary course of business in connection with obligations that do not constitute Indebtedness. The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be deemed to be an amount equal to such lesser amount).

“Guarantee and Security Agreement” means that certain Guarantee and Security Agreement dated as of the Effective Date among the Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative or trustee therefor) from time to time of any Designated Indebtedness, and the Collateral Agent.

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other form as is reasonably acceptable to the Collateral Agent) between the Collateral Agent and an entity that, pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Collateral Agent shall request, consistent with the requirements of Section 5.08).

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 5% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis)

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for the fiscal quarter ending on such date do not exceed an amount equal to 5% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

“Increasing Lender” has the meaning assigned to such term in Section 2.08(e)(i).

“Incremental Assumption Agreement” has the meaning assigned to such term in Section 2.08(e)(ii)(B).

“Indebtedness” of any Person means, without duplication, (a) (i) all obligations of such Person for borrowed money or (ii) with respect to deposits or advances of any kind that are required to be to accounted for under GAAP as a liability on the financial statements of such Person (other than deposits received in connection with a portfolio investment (including Portfolio Investments) of such Person in the ordinary course of such Person’s business (including, but not limited to, any deposits or advances in connection with expense reimbursement, prepaid agency fees, other fees, indemnification, work fees, tax distributions or purchase price adjustments)), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar debt instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding accounts payable and accrued expenses and trade accounts incurred in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable and accrued expenses and trade accounts incurred in the ordinary course of business), (e) all Indebtedness of others secured by any Lien (other than a Lien permitted by Section 6.02(c)) on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (with the amount of such Indebtedness being the lower of the outstanding amount of such debt and the fair market value of the property subject to such Lien), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) all Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing “Indebtedness” shall not include (s) uncalled capital or other commitments of an Obligor in any joint venture, as well as any letter or agreement requiring any Obligor to provide capital to a joint venture or a lender to a joint venture, (t) [reserved], (u) any non-recourse liabilities for participations sold by any Person in any Bank Loans, (v) indebtedness of such Person on account of the sale by such Person of the first out tranche of any First Lien Bank Loan (as defined in Section 5.13) that arises solely as an accounting matter under ASC 860, (w) escrows or purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (x) a commitment arising in the ordinary course of business to make a future portfolio investment (including Portfolio Investments) or fund the delayed draw, revolver, letter of credit or other unfunded portion of any existing portfolio investment (including Portfolio Investments), (y) any accrued incentive, management or other fees to an investment manager or its affiliates (regardless of any deferral in payment thereof), or (z) non-recourse liabilities for participations sold by any Person in any Bank Loan.

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“Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Loan Document.

“Independent Valuation Provider” means an independent valuation provider selected by the Administrative Agent and reasonably acceptable to the Borrower.

“Industry Classification Group” means (a) any GICS Industry Group Classification set forth in Schedule VI hereto, together with any such group classifications that may be subsequently established by GICS and provided by the Borrower to the Administrative Agent and (b) up to three (3) additional industry group classifications established by the Borrower pursuant to Section 5.12.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07 substantially in the form of Exhibit D or such other form as is reasonably acceptable to the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan, each Quarterly Date, (b) with respect to any Term Benchmark Loan or RFR Loan, the last day of each Interest Period therefor and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means, for any Term Benchmark Loan or Borrowing or any RFR Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one (1) month or three (3) months thereafter or, with respect to such portion of any Term Benchmark Loan, RFR Loan or Borrowing denominated in a Foreign Currency that is scheduled to be repaid on the Maturity Date, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the Maturity Date, as specified in the applicable Borrowing Request or Interest Election Request, provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period (other than an Interest Period pertaining to a Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign Currency that ends on the Maturity Date that is permitted to be of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.13(e) shall be available unless or until it is reinstated pursuant to Section 2.13(e). For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loans.

“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including

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purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Hedging Agreements and Credit Default Swaps.

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

“Investment Policies” has the meaning assigned to such term in Section 3.11(c).

“Issuing Banks” means Truist Bank, Bank of America, N.A. and each additional Issuing Bank designated pursuant to Section 2.05(k), in their capacity as issuer of Letters of Credit hereunder, and their successors in such capacity as provided in Section 2.05(j).

“Joint Lead Arrangers” means Truist Securities, Inc., BofA Securities, Inc., State Street Bank and Trust Company, Sumitomo Mitsui Banking Corporation and any other Person who becomes a Joint Lead Arranger hereunder with the written consent of the Administrative Agent and the Borrower.

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

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time (including any Letter of Credit for which a draft has been presented but not yet honored by any Issuing Bank) plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Multicurrency Lender at any time shall be its Applicable Multicurrency Percentage of the total Multicurrency LC Exposure at such time and the LC Exposure of any Dollar Lender at any time shall be its Applicable Dollar Percentage of the total Dollar LC Exposure at such time.

“Lenders” means, collectively, the Dollar Lenders and the Multicurrency Lenders. Unless otherwise indicated, the term “Lenders” includes each Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Collateral Account” has the meaning assigned to such term in Section 2.05(l).

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor and any other agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations, each as the same may be modified and supplemented and in effect from time to time.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance (other than any customary contractual limitation set forth in any agreement that is not prohibited from being entered into hereunder), charge or security interest in,

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on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities (other than on market terms at fair value so long as in the case of any portfolio investment (including Portfolio Investments), the Value used in determining the Borrowing Base is not greater than the call price), except in favor of the issuer thereof (and, for the avoidance of doubt, in the case of Investments that are loans or other debt obligations, restrictions on assignments or transfers, buyout rights, voting rights, right of first offer or refusal thereof pursuant to the underlying documentation of such Investment shall not be deemed to be a “Lien” and, in the case of portfolio investments (including Portfolio Investments) that are equity securities, excluding customary drag along, tag along, buyout rights, voting rights, right of first offer or refusal, restrictions on assignments or transfers and other similar rights in favor of other equity holders of the same issuer).

“Loan Documents” means, collectively, this Agreement, the Letter of Credit Documents and the Security Documents.

“Loans” means the loans of any Class made hereunder, including the Revolving Loans.

“Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the Board.

“Market Value Investments” has the meaning assigned to such term in Section 5.12(b)(ii)(B)(z).

“Material Adverse Effect” means a material adverse effect on (a) the business, Portfolio Investments and other assets, liabilities and financial condition of the Borrower and its Subsidiaries (other than Excluded Assets) taken as a whole (excluding in any case a decline in the net asset value of the Borrower or its Subsidiaries (other than Excluded Assets), a change in general market conditions or values of the Investments of the Borrower and its Subsidiaries (other than Excluded Assets) taken as a whole), or (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Collateral Agent, the Administrative Agent and the Lenders thereunder.

“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of Credit, Hedging Agreements and Credit Default Swaps), of any one (1) or more of the Borrower and its Subsidiaries in an aggregate outstanding principal amount exceeding $20,000,000, (b) obligations in respect of one (1) or more Hedging Agreements under which the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and its Subsidiaries would be required to pay if such Hedging Agreement(s) were terminated at such time would exceed $20,000,000 and (c) obligations in respect of one (1) or more Credit Default Swaps of the Borrower and its Subsidiaries under which the notional amount less any collateral posted in support of such Credit Default Swaps would exceed $20,000,000.

“Maturity Date” means the earliest to occur of (a) February 28, 2028 and (b) the date on which all Commitments have been terminated and the aggregate amount of Loans outstanding has been repaid in full and all other obligations of the Borrower hereunder have been indefeasibly paid

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in full (other than any Unasserted Contingent Obligations that survive the termination of this Agreement).

“Maximum Rate” has the meaning assigned to such term in Section 9.20.

“Modification Offer” means, to the extent required by the definition of Permitted Advisor Loan, Other Secured Indebtedness or Unsecured Indebtedness, an obligation that will be satisfied if at least ten (10) Business Days (or, such shorter period if ten (10) Business Days is not practicable) prior to the incurrence of such Permitted Advisor Loan, Other Secured Indebtedness or Unsecured Indebtedness, the Borrower shall have provided notice to the Administrative Agent of the terms thereof that do not satisfy the requirements for such type of Indebtedness set forth in the respective definitions herein, which notice shall contain reasonable detail of the terms thereof and an unconditional offer by the Borrower to amend this Agreement to the extent necessary to satisfy the definition of “Permitted Advisor Loan”, “Other Secured Indebtedness” or “Unsecured Indebtedness”, as applicable, to be incurred. If any such Modification Offer is accepted by the Required Lenders within ten (10) Business Days of receipt of such offer, this Agreement shall be deemed automatically amended (and, upon the request of the Administrative Agent or the Required Lenders, the Borrower shall promptly enter into a written amendment evidencing such amendment), mutatis mutandis, solely to reflect all or some of such more restrictive financial covenants or events of default, as elected by the Required Lenders. Notwithstanding the foregoing any provision in a Modification Offer (including any associated cure or grace period) incorporated into this Agreement pursuant to the definition of “Permitted Advisor Loan”, “Other Secured Indebtedness” or “Unsecured Indebtedness”, as applicable, shall be deleted from this Agreement pursuant to an amendment entered into by the Administrative Agent and the Borrower following such time as the terms of such other Indebtedness are permanently amended so that such provision no longer applies or the applicable Permitted Advisor Loan, Other Secured Indebtedness or Unsecured Indebtedness is terminated or otherwise no longer in effect if (x) the Borrower provides the Administrative Agent and each Lender with written notice of such permanent amendment or termination and (y) within ten (10) Business Days of the Administrative Agent and the Lenders receiving such written notice from the Borrower, the Required Lenders have not provided written notice to the Borrower and the Administrative Agent objecting to the removal of such provision from this Agreement. Any amendment entered into between the Administrative Agent and the Borrower pursuant to this definition shall be at the Borrower’s sole cost and expense.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multicurrency Commitment” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Revolving Loans, and to acquire participations in Letters of Credit, denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of the Dollar Equivalent of such Lender’s Revolving Multicurrency Credit Exposure permitted hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to Section 2.08 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each Lender’s Multicurrency Commitment as of the Effective Date is set forth on Schedule I, or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such

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Lender shall have assumed its Multicurrency Commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency Commitments as of the Effective Date is $305,000,000.

“Multicurrency Issuing Bank” means any Issuing Bank identified in Schedule IX (as amended from time to time pursuant to Section 2.08), and its successors in such capacity as provided in Section 2.05(j), that has agreed to issue Letters of Credit under its respective Multicurrency Commitment. In the case of any Letter of Credit to be issued in an Agreed Foreign Currency, such Issuing Bank may designate any of its affiliates with credit ratings at least as good as such Issuing Bank, as the “Multicurrency Issuing Bank” for purposes of such Letter of Credit.

“Multicurrency LC Exposure” means a Multicurrency Lender’s LC Exposure under its Multicurrency Commitment.

“Multicurrency Lender” means the Persons listed on Schedule I as having Multicurrency Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or Incremental Assumption Agreement that provides for it to assume a Multicurrency Commitment or to acquire Revolving Multicurrency Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or Incremental Assumption Agreement or otherwise in accordance with the terms hereof.

“Multicurrency Loan” means any Revolving Loan made pursuant to the Multicurrency Commitments.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA in respect of which the Borrower or any ERISA Affiliate makes any contributions.

“National Currency” means the currency, other than the Euro, of a Participating Member State.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by the Borrower or any other Obligor, or any Extraordinary Receipt received or paid to the account of the Borrower or any other Obligor, an amount equal to (a) the sum of cash and Cash Equivalents received by an Obligor in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) minus (b) the sum of (i) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (ii) the reasonable out-of-pocket fees, costs and expenses incurred by the Borrower or such other Obligor in connection with such transaction, (iii) the taxes paid or reasonably estimated to be actually payable within two years of the date of the relevant transaction in connection with such transaction; provided that, if the amount of any estimated taxes pursuant to clause (iii) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the Borrower determines such excess exists), (iv) any reasonable costs, fees, commissions, premiums and expenses incurred by the Borrower or any of its Subsidiaries in connection with such Disposition, and (v) reserves for indemnification, purchase price adjustments or analogous arrangements either (x) required by underlying documentation for such Disposition

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or (y) reasonably estimated by the Borrower or the relevant Subsidiary in connection with such Disposition; provided that, if the amount of any estimated reserves pursuant to this clause (v) exceeds the amount actually required to be paid in cash in respect of indemnification, purchase price adjustments or analogous arrangements for such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the Borrower determines such excess exists); and

(b) with respect to the sale or issuance of any Equity Interest by the Borrower or any other Obligor (including, for the avoidance of doubt, cash received by the Borrower or any other Obligor for the sale by the Borrower or such Obligor of any Equity Interest of a Subsidiary, but specifically excluding any sale of any Equity Interest by a Subsidiary that is not an Obligor or cash received by a Subsidiary that is not an Obligor), or the incurrence or issuance of any Indebtedness by the Borrower or any other Obligor, an amount equal to (i) the sum of the cash and Cash Equivalents received in connection with such transaction minus (ii) the sum of (1) reasonable out-of-pocket fees, costs and expenses, incurred by the Borrower or such Obligor in connection therewith plus (2) any reasonable costs, fees, commissions, premiums, expenses, or underwriting discounts or commissions incurred by the Borrower or any of its Subsidiaries in connection with such sale or issuance.

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

“Obligor” means, collectively, the Borrower and the Subsidiary Guarantors.

“Other Connection Taxes” means, with respect to any recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, 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 Permitted Indebtedness” means (a) Indebtedness (other than Indebtedness for borrowed money), including Guarantees of such Indebtedness, arising in connection with transactions in the ordinary course of any Obligor’s business in connection with its purchasing of securities, loans, derivatives transactions, repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Investment Policies, provided that such Indebtedness in connection with repurchase agreements or dollar rolls does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (b) Indebtedness in respect of judgments or awards so long as such judgments or awards do not constitute an Event of Default under Section 7.01(l).

“Other Secured Indebtedness” means, as at any date, Indebtedness (other than Indebtedness hereunder) of an Obligor (which may be Guaranteed by one (1) or more other Obligors) that:

(i) (a) has no scheduled amortization prior to (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum, provided that amortization in excess of 1% per annum shall be permitted so

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long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(m) or Section 6.01(n) hereof) and has a final maturity date not earlier than, six (6) months after the Maturity Date (it being understood that (x) none of: (i) the conversion features into Permitted Equity Interests under convertible notes, (ii) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in cash), (iii) any customary voluntary prepayment provisions permitted by the terms thereof, (iv) any customary mandatory prepayment provisions required by the terms thereof or (v) any mandatory prepayment provisions as a result of any borrowing base or collateral base deficiency, in any case shall constitute “amortization” for the purposes of this definition, provided that if any mandatory prepayment is required under such Other Secured Indebtedness constituting a term loan that is not required pursuant to Section 2.10(c) hereof, the Borrower shall offer to repay Loans (and/or provide cover for LC Exposure as specified in Section 2.05(l)) in an amount at least equal to the aggregate Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to the Other Secured Indebtedness being paid), provided the Borrower shall only be required to make an offer to repay the Loans (or provide cover for LC Exposure) to the extent of any amounts that the Borrower would not be permitted to borrow as a new Loan hereunder at such time) and (y) any mandatory amortization that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or bankruptcy) shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a); provided, with respect to this clause (a), the Borrower acknowledges that any payment prior to the Maturity Date in respect of any such obligation or right shall only be made to the extent permitted by Section 6.12,

(b) has terms that, taken as a whole, are not materially more restrictive than market terms for substantially similar debt of other similarly situated borrowers as determined by the Borrower in good faith or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be not materially more burdensome upon the Borrower and its Subsidiaries, while any Loans or Commitments are outstanding, than those set forth in the Loan Documents) (provided that, the Obligors may incur any Other Secured Indebtedness that otherwise would not meet the requirements set forth in this parenthetical of this clause (b) if it has duly made a Modification Offer (whether or not it is accepted by the Required Lenders) (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its capital stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or an Event of Default under this Agreement shall not be deemed to be more restrictive for purposes of this definition)), and

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(c) is not secured by any assets of any Obligor other than pursuant to the Security Documents and the holders of which, or the agent, trustee or representative of such holders have agreed, by executing the joinder attached as Exhibit C to the Guarantee and Security Agreement or otherwise in a manner reasonably satisfactory to the Administrative Agent and the Collateral Agent, to be bound by the provisions of the Security Documents, or

(ii) is permitted pursuant to Section 6.01(m) or Section 6.01(n) hereof and that has been designated by the Borrower as “Designated Indebtedness” in accordance with the requirements of Section 6.01 of the Guarantee and Security Agreement. “Other Secured Indebtedness” shall not include any indebtedness arising under any Hedging Agreement or Capital Call Facility.

“Other Taxes” means any and all present or future stamp or documentary taxes or any similar charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

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

“Participation Interest” means a participation interest (excluding any sub-participation interests) in an investment that at the time of acquisition by an Obligor satisfies each of the following criteria: (a) [reserved] or (b) (i) the underlying investment would constitute a Portfolio Investment were it acquired directly by such Obligor, (ii) the seller of the participation is an Excluded Asset, (iii) the entire purchase price for such participation is paid in full at the time of its acquisition and (iv) the participation provides the participant all of the economic benefit and risk of the whole or part of such portfolio investment that is the subject of such participation.

“Payment Recipient” has the meaning assigned to such term in Section 8.03(a).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

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

“Permitted Advisor Loan” means any Indebtedness for borrowed money of any Obligor that (a) is owed to the Advisor or any Affiliate thereof, (b) has no mandatory amortization prior to, and a final maturity date not earlier than, six months after the Maturity Date, (c) is permitted by the Investment Company Act, (d) is not secured by any property or assets (whether of any Obligor or any other Person), (e) is on terms and conditions not materially less favorable to such Obligor than could be obtained on an arm’s-length basis from unrelated third parties, (f) is on terms and conditions that are not materially more restrictive upon such Obligor, while any Commitments or Loans are outstanding hereunder, than those set forth in this Agreement with respect to such Obligor; provided that, such Obligor may incur any Permitted Advisor Loan that otherwise would not meet the requirements set forth in this clause (f) if it has duly made a Modification Offer (whether or not it is accepted by the Required Lenders) and (g) the Borrower has elected to treat as a Permitted Advisor Loan by giving written notice of such election to the Administrative Agent.

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“Permitted CLO Issuer” means any issuer of CLO Securities (or such entity’s parent, general partner or other managing entity) that is an Affiliate of the Borrower and has acquired any Investments from an Obligor; provided that:

(i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such issuer (i) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor (other than property that has been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,

(ii) no Obligor has any material contract, agreement, arrangement or understanding with such issuer (excluding customary sale and contribution agreements) other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets and pursuant to Standard Securitization Undertakings, and

(iii) to which no Obligor has any obligation to maintain or preserve such issuer’s financial condition or cause such entity to achieve certain levels of operating results.

“Permitted Equity Interests” means any Equity Interest of the Borrower that is not a Disqualified Equity Interest.

“Permitted Indebtedness” means, collectively, Other Secured Indebtedness and Unsecured Indebtedness; provided that “Permitted Indebtedness” shall not include any Indebtedness under any Capital Call Facility.

“Permitted Liens” means: (a) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or any other Obligor in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business, provided that such Liens (i) attach only to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing; (c) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’, landlord, storage and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money); (d) Liens incurred or pledges or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (other than Liens in respect of employee benefit plans arising under ERISA) or to secure public or statutory obligations; (e) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business, provided that all

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Liens on any Collateral included in the Borrowing Base that are permitted pursuant to this clause (e) shall have a priority that is junior to the Liens under the Security Documents; (f) Liens arising out of judgments or awards so long as such judgments or awards do not constitute an Event of Default under Section 7.01(l); (g) customary rights of setoff, banker’s lien, security interest or other like right upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, (ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business securing payment of fees, indemnities, charges for returning items and other similar obligations; provided that, to the extent that any cash or financial assets described in clauses (i) and (ii) constitute Portfolio Investments, Cash or Cash Equivalents that are included in the Borrowing Base, such rights are subordinated to the Lien of the Collateral Agent pursuant to the terms of a Control Agreement (as defined in the Guarantee and Security Agreement); (h) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business or in respect of assets sold or otherwise disposed of to a non-Obligor in a transaction permitted by this Agreement; (i) deposits of money that are not Collateral securing leases to which an Obligor is a party as the lessee made in the ordinary course of business; (j) easements, rights of way, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not interfere with or affect in any material respect the ordinary course conduct of the business of the Borrower or any of its Subsidiaries; (k) Liens in favor of any escrow agent solely on and in respect of any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement (to the extent that the acquisition or disposition with respect thereto is otherwise not prohibited hereunder); (l) precautionary Liens, and filings of financing statements under the Uniform Commercial Code, covering assets purported to be sold or contributed to any Person not prohibited hereunder; and (m) any restrictions on the sale or disposition of assets arising from a loan sale agreement between or among one or more Obligors with one or more Designated Subsidiaries or Permitted CLO Issuers; provided such restrictions with respect to this clause (m) do not adversely affect the enforceability of the Collateral Agent’s first-priority security interest on any Collateral.

“Permitted SBIC Guarantee” means a guarantee by one (1) or more Obligors of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form (or the applicable form at the time such guarantee was entered into).

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

“Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means U.S. Department of Labor (“DOL”) regulation 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

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“Portfolio Investment” means any Investment (including a Participation Interest) held by the Obligors in their asset portfolio (and solely for purposes of determining the Borrowing Base, and of Sections 6.02(d) and 6.04(d) and Section 7.01(p), Cash and Cash Equivalents, excluding Cash pledged as cash collateral for Letters of Credit). Without limiting the generality of the foregoing, it is understood and agreed that (A) any Portfolio Investments that have been contributed or sold, purported to be contributed or sold or otherwise transferred to any Excluded Asset, or held by any Immaterial Subsidiary or Controlled Foreign Corporation that is not a Subsidiary Guarantor, shall not be treated as Portfolio Investments, and (B) any Investment in which any Obligor has sold a participation therein to a Person that is not an Obligor shall not be treated as a Portfolio Investment to the extent of such participation. Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i), which provides that, for purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled), provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.

“Prime Rate” means the rate which is quoted as the “prime rate” in the print edition of The Wall Street Journal, Money Rates Section. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Financial Center” means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.

“Pro-Rata Borrowing” has the meaning assigned to such term in Section 2.03(a).

“Pro-Rata Dollar Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Dollar Commitments of all Dollar Lenders at such time divided by (iii) the aggregate Revolving Commitments of all Lenders at such time.

“Pro-Rata Multicurrency Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency Lenders at such time divided by (iii) the aggregate Revolving Commitments of all Lenders at such time.

“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.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Quarterly Dates” means the last Business Day of March, June, September and December in each year, commencing on March 31, 2023, unless otherwise specified.

“Quoted Investments” has the meaning assigned to such term in Section 5.12(b)(ii)(A).

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“Register” has the meaning assigned to such term in Section 9.04(c).

“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board, as the same may be modified and supplemented and in effect from time to time.

“Reinvestment Agreement” means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Moody’s is at any time lower than such ratings.

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

“Relevant Asset Coverage Ratio” means, as of any date, the Asset Coverage Ratio as of the most recent Quarterly Date.

“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Secured Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Board or the NYFRB, or a committee officially endorsed or convened by the Board or the NYFRB, or any successor thereto, (b) with respect to a Benchmark Replacement in respect of Secured Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, GBP, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (c) with respect to a Benchmark Replacement in respect of Secured Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euro, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto and (d) with respect to a Benchmark Replacement in respect of Secured Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Agreed Foreign Currency (other than GBP or Euro), (1) the central bank for the Currency in which such Secured Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the Currency in which such Secured Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.

“Relevant Rate” means (a) with respect to any Term Benchmark Borrowing denominated in Dollars, Term SOFR, (b) with respect to any Term Benchmark Borrowing denominated in CAD, the CDO Rate and (c) with respect to any Term Benchmark Borrowing denominated in Euro, the Adjusted EURIBO Rate.

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“Relevant Screen Rate” means (a) with respect to any Borrowing denominated in Dollars, the Term SOFR Screen Rate, (b) with respect to any Borrowing denominated in CAD, the CAD Screen Rate and (c) with respect to any Borrowing denominated in Euros, the EURIBO Screen Rate.

“Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time; provided that the Credit Exposure and unused Commitments of any Defaulting Lender shall be disregarded in the determination of Required Lenders. The Required Lenders of a Class (which shall include the terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means Lenders having Credit Exposures and unused Commitments of such Class representing more than 50% of the sum of the total Credit Exposures and unused Commitments of such Class at such time. For purposes of this definition, the Swingline Exposure of any Revolving Lender that is a Swingline Lender shall be deemed to exclude that portion of its Swingline Exposure that exceeds its Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of all outstanding Swingline Loans under its Class of Commitments, and the unused Commitments of any such Revolving Lender shall be determined without regard to any such excess amount.

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

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital stock of the Borrower or any other Obligor, 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 shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock of the Borrower, provided, for the avoidance of doubt, neither the conversion or settlement of convertible debt into capital stock nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt made solely with capital stock (other than interest or expenses or fractional shares, which may be payable in cash) shall be a Restricted Payment hereunder.

“Return of Capital” means (a) any net cash amount received by any Obligor in respect of the outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or otherwise), but not including any prepayment of a revolver that does not permanently reduce the related commitments, (b) without duplication of amounts received under clause (a), any net cash proceeds received by any Obligor from the sale of any property or assets pledged as collateral in respect of any Portfolio Investment to the extent such net cash proceeds are less than or equal to the outstanding principal balance of such Portfolio Investment, (c) any net cash amount received by any Obligor in respect of any Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the issuer of such Portfolio Investment, (y) as a distribution of capital made on or in respect of such Portfolio Investment, or (z) pursuant to the recapitalization or reclassification of the capital of the issuer of such Portfolio Investment or pursuant to the reorganization of such issuer or (d) any similar return of capital received by any Obligor in cash in respect of any Portfolio Investment (in the case of clauses (a), (b), (c) and (d), net of any fees,

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costs, commissions, premiums, expenses and taxes payable or reasonably estimated to be payable with respect thereto (including reasonable legal fees and expenses).

“Revaluation Date” means (a) with respect to any Loan denominated in an Agreed Foreign Currency, each of the following: (i) each date of a Borrowing of a Loan, (ii) each date of a continuation of a Term Benchmark Loan, (iii) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is three months after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month), and (iv) such additional dates as the Administrative Agent shall reasonably and in good faith determine or the Required Lenders shall reasonably and in good faith require; provided that such determination or requirement under this subclause (iv) with respect to any Loan denominated in any Agreed Foreign Currency, shall not result in the occurrence of a Revaluation Date more frequently than once within any rolling three month period; and (b) with respect to any Letter of Credit denominated in an Agreed Foreign Currency, each of the following: (i) each date of issuance of a Letter of Credit, (ii) each date of an amendment of any Letter of Credit denominated in an Agreed Foreign Currency having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable Issuing Bank under any Letter of Credit denominated in an Agreed Foreign Currency, and (iv) such additional dates as the Administrative Agent or the applicable Issuing Bank shall reasonably and in good faith determine or the Required Lenders shall reasonably and in good faith require; provided that such determination or requirement under this subclause (iv) shall not result in the occurrence of a Revaluation Date more frequently than once within any rolling three month period.

“Revolving Commitments” means, collectively, the Dollar Commitments and the Multicurrency Commitments.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of such Lender’s Revolving Dollar Credit Exposure and Revolving Multicurrency Credit Exposure at such time.

“Revolving Dollar Credit Exposure” means, with respect to any Lender at any time, the sum of such Lender’s Dollar LC Exposure, such Lender’s Swingline Exposure and the outstanding principal amount of such Lender’s Loans, at such time made or incurred under the Dollar Commitments.

“Revolving Lenders” means the Dollar Lenders and the Multicurrency Lenders.

“Revolving Loans” means the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01(a) or (b).

“Revolving Multicurrency Credit Exposure” means, with respect to any Lender at any time, the sum of such Lender’s Multicurrency LC Exposure, such Lender’s Swingline Exposure and the outstanding principal amount of such Lender’s Loans, at such time made or incurred under the Multicurrency Commitments.

“RFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to Daily Simple RFR.

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“RFR Applicable Credit Adjustment Spread” means, with respect to RFR Loans, (a) with an Interest Period of one month, 0.0326%, and (b) with an Interest Period of three months, 0.1193%.

“RFR Business Day” means any day except for (a) a Saturday or a Sunday and (b) a day on which banks are closed for general business in London.

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

“RFR Rate” means, for any Loans, Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to SONIA.

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

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

“S&P” means S&P Global Ratings, a division of S&P Global Inc., a New York corporation, or any successor thereto.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions (as of the Effective Date, Cuba, the Crimea region of Ukraine, the so-called Donetsk and so-called Luhansk regions of Ukraine, the Zaporizhzhia and Kherson Regions of Ukraine, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, His Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority, (b) any Person organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clause (a) or (b). For purposes of this definition, “Person” shall include a vessel.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State), the United Nations Security Council, the European Union or any member state thereof, His Majesty’s Treasury of the United Kingdom, Japan or any other relevant sanctions authority having jurisdiction over the Borrower or its Subsidiaries or any Lender.

“SBA” means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.

“SBIC Equity Commitment” means a commitment by any Obligor to make one (1) or more capital contributions to an SBIC Subsidiary.

“SBIC Subsidiary” means (i) any direct or indirect Subsidiary (including such Subsidiary’s general partner or managing entity to the extent that the only material asset of such general partner

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or managing entity is its Equity Interest in the SBIC Subsidiary) of any Obligor licensed as a small business investment company under the Small Business Investment Act of 1958, as amended (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted), or (ii) any direct or indirect Subsidiary of an entity referred to in clause (i) of this definition, and which is designated by the Borrower (pursuant to a certificate of a Financial Officer delivered to the Administrative Agent) as an SBIC Subsidiary.

“SEC” means the United States Securities and Exchange Commission.

“Secured Obligations” has the meaning assigned to such term in the Guarantee and Security Agreement. The Secured Obligations shall include, without duplication of the primary rights and interests of the applicable Secured Parties, Erroneous Payment Subrogation Rights and Collateral Agent Erroneous Payment Subrogation Rights (as defined in the Guarantee and Security Agreement) but exclude Excluded Swap Obligations.

“Secured Party” has the meaning assigned to such term in the Guarantee and Security Agreement.

“Security Documents” means, collectively, the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, intercreditor agreements, control agreements and other instruments, in each case, executed and delivered at any time by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations.

“Senior Securities” means senior securities (as such term is defined and determined pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower thereunder).

“Shareholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders’ equity for the Borrower and its Subsidiaries at such date.

“Shorter Term Secured Indebtedness” means, collectively, (a) any Indebtedness of an Obligor (which may be Guaranteed by any other Obligor) that is not secured by any assets of any Obligor other than pursuant to this Agreement or the Security Documents and the holders of which (or an authorized agent, representative or trustee of such holders) have either executed (i) a joinder agreement to the Guarantee and Security Agreement or (ii) such other document or agreement, in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which the holders (or an authorized agent, representative or trustee of such holders) of such Shorter Term Secured Indebtedness shall have become a party to the Guarantee and Security Agreement and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in each case, as defined in the Guarantee and Security Agreement) and (b) any Indebtedness that is designated as “Shorter Term Secured Indebtedness” by the Borrower. “Shorter Term Secured Indebtedness” shall not include any Indebtedness arising under any Hedging Agreement or any Capital Call Facility.

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“Shorter Term Unsecured Indebtedness” means (a) all unsecured Indebtedness of an Obligor (which may be guaranteed by one (1) or more other Obligors) issued after the Effective Date that has (i) a maturity date earlier than six (6) months after the Maturity Date except to the extent such unsecured indebtedness constitutes Special Longer Term Unsecured Indebtedness, and (ii) an initial term of at least 3 years from the date of the initial issuance (or, so long as such date is no more than ten (10) Business Days earlier than such issuance date, the initial pricing date) of such Indebtedness, and (b) any Excess Special Longer Term Unsecured Indebtedness.

“Significant Subsidiary” means (a) any Obligor or (b) any other Subsidiary that, on a consolidated basis with its Subsidiaries, has aggregate assets or aggregate revenues greater than the greater of $10,000,000 and 5% of the aggregate assets or aggregate revenues of the Borrower and its Subsidiaries, taken as a whole, as of the end of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable.

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

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

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

“SONIA” means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.

“SONIA Administrator” means the Bank of England (or any successor administrator of the sterling overnight index average).

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

“Special Equity Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer or such issuer’s affiliates of such Equity Interest, provided that (a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in existence at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.

“Special Longer Term Unsecured Indebtedness” means indebtedness issued after the Effective Date that is Indebtedness (which may be Guaranteed by one (1) or more other Obligors) that satisfies all of the criteria specified in the definition of “Unsecured Indebtedness” other than clause (a) thereof so long as such Indebtedness has a final maturity date at least four years from the date of the initial issuance (or, so long as such date is no more than ten (10) Business Days

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earlier than such issuance date, the initial pricing date) of such Indebtedness and occurs after the Maturity Date.

“Specified Default” means any Default that the Borrower has knowledge is in violation of this Agreement (other than a Contingent Borrowing Base Deficiency for which the grace and/or cure period in Section 2.10(c)(ii) has not expired).

“Specified Purchase” has the meaning assigned to such term in Section 2.08(e)(i)(E).

“Specified Purchase Agreement Representations” means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

“Specified Representations” means the representations and warranties of the Borrower set forth in Section 3.01 (relating to corporate existence and corporate power and authority of the Obligors); Section 3.02 (relating to enforceability of the Loan Documents); Section 3.03(b) (relating to no conflicts with organizational documents (limited to the execution, delivery and performance of the Loan Documents, incurrence of Indebtedness thereunder and the granting of guarantees and security interests in respect thereof)); Section 3.07; Section 3.11; and Section 3.16.

“Specified Target” has the meaning assigned to such term in Section 2.08(e)(i)(E).

“Standard Securitization Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness of the associated account debtors), (c) representations, warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in middle market, broadly syndicated or commercial loan market accounts receivable securitizations, securitizations of financial assets, collateralized loan obligations, loans to special purpose vehicles, including those owed to customary third-party service providers in connection with such transactions, such as rating agencies and accountants and (d) obligations (together with any related performance guarantees) under any customary bad boy guarantee or guarantee of any make-whole premium.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one (1) and the denominator of which is the number one (1) minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the

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Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Term Benchmark Loans denominated in Euros shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one (1) or more subsidiaries of the parent or by the parent and one (1) or more subsidiaries of the parent. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an Investment held by any Obligor in the ordinary course of business and that is not, under GAAP (as in effect on the Effective Date), consolidated on the financial statements of the Borrower and its Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

“Subsidiary Guarantor” means any Domestic Subsidiary of the Borrower that is a Subsidiary Guarantor under the Guarantee and Security Agreement. It is understood and agreed that Excluded Assets, Immaterial Subsidiaries and Controlled Foreign Corporations shall not be required to be Subsidiary Guarantors.

“Supported QFC” has the meaning assigned to such term in Section 9.17.

“Swap Obligation” means, with respect to any Subsidiary Guarantor, any obligation to pay or perform under any Hedging Agreement that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a)(i) in the case of any Dollar Lender, its Applicable Dollar Percentage of the total Swingline Exposure incurred under the Dollar Commitments at such time or (ii) in the case of any Multicurrency Lender, its Applicable Multicurrency Percentage of the total Swingline Exposure incurred under the Multicurrency Commitments at such time (excluding, for purpose of this clause (a), in the case of any Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at such time to the extent that the other Lenders under such Lender’s Class of Commitments shall not have funded their participations in such Swingline Loans), adjusted, in each case, to give effect to any reallocation under Section 2.18 of the Swingline Exposure of Defaulting Lenders in effect at such time, plus (b) in the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding

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at such time, less the amount of participations funded by the other Lenders under such Lender’s Class of Commitments in such Swingline Loans.

“Swingline Lender” means Truist Bank, Bank of America, N.A., State Street Bank and Trust Company, Sumitomo Mitsui Banking Corporation and each additional Swingline Lender designated pursuant to Section 2.04(e), each in its capacity as lender of Swingline Loans hereunder and its successors in such capacity as provided in Section 2.04(d).

“Swingline Loan” means a Loan made pursuant to Section 2.04.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (or any successor settlement system as determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

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

“Term Benchmark”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to Term SOFR, the CDO Rate or the Adjusted EURIBO Rate.

“Term Benchmark Banking Day” means for Term Benchmark Loans, Term Benchmark Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to:

(a) Dollars, a U.S. Government Securities Business Day;

(b) Euro, a TARGET Day; or

(c) CAD, any day (other than a Saturday or Sunday) on which banks are open for business in Toronto, Canada.

“Term SOFR” means,

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

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Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

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

provided, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or (b) above) shall ever be less than zero, then Term SOFR shall be deemed to be zero.

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

“Term SOFR Credit Adjustment Spread” means 0.10%.

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

“Term SOFR Screen Rate” has the meaning specified in the definition of “Term SOFR”.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“Transferred Assets” has the meaning assigned to such term in Section 6.03(i).

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate or the Adjusted EURIBO Rate.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unasserted Contingent Obligations” means all (i) unasserted contingent indemnification obligations not then due and payable and (ii) unasserted expense reimbursement obligations not then due and payable. For the avoidance of doubt, “Unasserted Contingent Obligations” shall not include any reimbursement obligations in respect of any Letter of Credit.

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

“Unquoted Investments” has the meaning assigned to such term in Section 5.12(b)(ii)(B).

“Unsecured Indebtedness” means, as of any date, (1) any Permitted Advisor Loan (which may be Guaranteed by one or more other Obligors) and (2) Indebtedness of an Obligor (which may be Guaranteed by one (1) or more other Obligors) that:

(a) has no scheduled amortization prior to (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum, provided that amortization in excess of 1% per annum shall be permitted so long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(b), 6.01(i), 6.01(m) or 6.01(n) hereof), and a final maturity date not earlier than, six (6) months after the Maturity Date (it being understood that (i) none of (w) the conversion features into Permitted Equity Interests under convertible notes, (x) the triggering and/or settlement thereof solely with Permitted Equity Interests, except in the case of interest expense or fractional shares (which may be payable in cash), (y) any customary mandatory prepayment provisions required by the terms thereof or (z) any customary voluntary prepayment provisions permitted by the terms thereof, shall constitute “amortization” for the purposes of this definition and (ii) any mandatory amortization that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or bankruptcy) shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a); provided, with respect to this clause (ii), the Borrower acknowledges that any payment prior to the Maturity Date in respect of any such obligation or right shall only be made to the extent permitted by Section 6.12 and immediately upon such contingent event occurring the amount of such mandatory amortization shall be included in the Covered Debt Amount);

(b) is incurred pursuant to terms that are substantially comparable to (or more favorable to the Borrower than) market terms for substantially similar debt of other similarly situated borrowers as reasonably determined by the Borrower in good faith or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants and events of default (other than events of default customary in indentures or similar instruments that have no

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analogous provisions in this Agreement or credit agreements generally), which shall be not materially more burdensome upon the Borrower and its Subsidiaries, while any Loans or Commitments are outstanding, than those set forth in the Loan Documents); provided that, the Obligors may incur any Unsecured Indebtedness that otherwise would not meet the requirements set forth in this clause (b) if it has duly made a Modification Offer (whether or not it is accepted by the Required Lenders) (it being understood that put rights or repurchase or redemption obligations (i) in the case of convertible securities, in connection with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its capital stock or (ii) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or an Event of Default under this Agreement shall not be deemed to be more restrictive for purposes of this definition); and

(c) is not secured by any assets of any Obligor.

For the avoidance of doubt, Unsecured Indebtedness shall also include any refinancing, refunding, renewal or extension of any Unsecured Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements of this definition. Notwithstanding the foregoing, the term Unsecured Indebtedness shall include any Disqualified Equity Interests so long as the Borrower is not permitted or required to purchase, redeem, retire, acquire, cancel or terminate any such Equity Interest (other than (x) as a result of a change of control or asset sale or (y) in connection with any purchase, redemption, retirement, acquisition, cancellation or termination with, or in exchange for, Equity Interest) prior to the date that is six months after the Maturity Date.

“U.S. Government Securities” means securities that are direct obligations of, and obligations the timely payment of principal and interest on which is fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States and in the form of conventional bills, bonds, and notes.

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

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.17.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Valuation Policy” means the Borrower’s valuation policy, as the same may be amended, supplemented, waived, or otherwise modified from time to time consistent with industry practice for business development companies and in a manner not prohibited by this Agreement.

“Value” has the meaning assigned to such term in Section 5.13.

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“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a “complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as such terms are defined in Sections 4203 and 4205 of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans, Letters of Credit and LC Exposure may be classified and referred to by Class (e.g., a “Revolving Loan”), by Type (e.g., an “ABR Loan”) or by Class and Type (e.g., a “Revolving Term Benchmark Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”), by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., a “Multicurrency Term Benchmark Borrowing”). Loans and Borrowings may also be identified as “Multicurrency” or “Dollar” or otherwise by Currency.

SECTION 1.03. Terms Generally. 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 (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) 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. Solely for purposes of this Agreement, any references to “principal amount” or “obligations” owed by any Person under any (x) Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement (other than Credit Default Swaps) were terminated at such time (after giving effect to any netting agreement) less

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any collateral posted in support thereof and (y) Credit Default Swap shall refer to the notional amount thereof less any collateral posted in support thereof.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

SECTION 1.05. Currencies; Currency Equivalents.

(a) Currencies Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the Effective Date. Except as provided in Section 2.10(b) and the last sentence of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Multicurrency Credit Exposure, (iv) the Multicurrency LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value of any Portfolio Investment that is denominated

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in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or the Portfolio Investment, as the case may be, determined as of the most recent Revaluation Date or, in the case of a Portfolio Investment, the date of valuation of such Portfolio Investment. Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or RFR Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency). Notwithstanding the foregoing, for purposes of determining compliance with any basket in Section 6.01(e)(ii), 6.01(i), 6.01(n), 6.03(h), 6.04(i) or 6.04(j) of this Agreement, in no event shall the Borrower or any Obligor be deemed to not be in compliance with any such basket solely as a result of a change in exchange rates.

The Administrative Agent shall determine the Exchange Rate for any Foreign Currency as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of Loans, Letters of Credit and Revolving Credit Exposure denominated in such Foreign Currency. Such Exchange Rate shall become effective as of such Revaluation Date and shall be the Exchange Rate employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered pursuant to Section 5.01 or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent. Without limiting the generality of the foregoing, for purposes of determining compliance with any basket in this Agreement, in no event shall any Obligor be deemed to not be in compliance with any such basket solely as a result of a change in Exchange Rates.

(b) Special Provisions Relating to Euro. Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euro or such National Currency, such party shall be entitled to pay or repay such amount either in Euro or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.

Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement

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shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the Effective Date; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

SECTION 1.06. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized or acquired on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 1.07. Issuers. For all purposes of this Agreement, all issuers of Portfolio Investments that are Affiliates of one another shall be treated as a single issuer, unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor.

SECTION 1.08. Outstanding Indebtedness. For the avoidance of doubt, to the extent that any Indebtedness is repaid, redeemed, repurchased, defeased or otherwise acquired, retired or discharged, in each case, in accordance with the terms of the documentation governing such Indebtedness, such Indebtedness shall be deemed to be paid off and not to be outstanding for any purpose hereunder to the extent of the amount of such repayment, redemption, repurchase, defeasance, retirement or discharge.

SECTION 1.09. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms, provides for one or more automatic (subject only to the passage of time) increases in the available amount thereof prior to the earlier of the then-applicable expiration date of such Letter of Credit (without giving effect to any renewal or extension) and twelve (12) months after the later of the (i) initial date of issuance of such Letter of Credit and (ii) most recent date of renewal or extension of such Letter of Credit, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

SECTION 1.10. Reclassification. For purposes of determining compliance with the provisions in Article VI, in the event that a proposed transaction or other action meets the criteria of more than one of the categories described therein, the Borrower, in its sole discretion, will be permitted to classify such transaction or other action on the date it is consummated or otherwise taken or later reclassify such transaction or other action, in any manner that complies with each applicable provision of Article VI, so long as such transaction or other action is permitted to be consummated or otherwise taken pursuant to each applicable provision of Article VI at the time of reclassification.

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SECTION 1.11. Calculations. For purposes of categorization of each Portfolio Investment in accordance with Section 5.13, the amount of “first lien debt”, “aggregate first lien debt” and “EBITDA” with respect to any Portfolio Investment may be calculated by the Borrower in good faith using information from and calculations consistent with the relevant financial models, pro forma financial statements, compliance certificates and financial reporting packages provided by the relevant obligor or issuer as per the requirements of and all in the manner set forth in the relevant agreement governing such Portfolio Investment.

SECTION 1.12. Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate or the Adjusted EURIBO Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate or any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Daily Simple RFR, Term SOFR, the CDO Rate, the Adjusted EURIBO Rate or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) by any such information source or service.

Article II
The Credits

SECTION 2.01. The Commitments.

Subject to the terms and conditions set forth herein:

(a) each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and

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(b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect.

Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02. Loans and Borrowings.

(a) Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class, Currency and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the same Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Type of Loans. Subject to Section 2.13, (i) each Borrowing of a Class shall be constituted entirely of ABR Loans, of RFR Loans or of Term Benchmark Loans of such Class denominated in a single Currency as the Borrower may request in accordance herewith. Each ABR Loan shall be denominated in Dollars and (ii) each Pro-Rata Borrowing shall be constituted entirely of ABR Loans or of Term Benchmark Loans denominated in Dollars. Each Term Benchmark Loan shall be denominated in an Agreed Foreign Currency (other than GBP) or Dollars. Each Daily Simple RFR Loan shall be denominated in GBP. Each Lender at its option may make any RFR Loan or Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) in exercising such option, such Lender shall use commercially reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Sections 2.14 and 2.19 shall apply).

(c) Minimum Amounts. Each Borrowing (whether Term Benchmark, RFR, ABR or Swingline) shall be in an aggregate principal amount of $250,000 or a whole multiple of $100,000 in excess thereof (or, in each case, such smaller amount as may be agreed to by the Administrative Agent) or, with respect to any Agreed Foreign Currency, such smaller minimum amount as may be agreed to by the Administrative Agent; provided that (i) an ABR Borrowing of a Class may be in an aggregate principal amount that is equal to the entire unused balance of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as contemplated by Section 2.05(f) and (ii) any Pro-Rata Borrowing may be in an aggregate principal amount of $250,000 or a whole multiple of $100,000 in excess

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thereof (or, in each case, such smaller amount as may be agreed to by the Administrative Agent). Borrowings of more than one (1) Class, Currency and Type may be outstanding at the same time.

(d) Limitations on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue as a Term Benchmark Borrowing or RFR Borrowing) any Borrowing if the Interest Period requested therefor would end after the Maturity Date.

SECTION 2.03. Requests for Borrowings.

(a) Notice by the Borrower. To request a Borrowing (other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request by electronic communication (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Foreign Currency, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing or (iv) in the case of an RFR Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding the other provisions of this Agreement, in the case of any Revolving Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as expressly set forth in this Agreement, a Pro-Rata Borrowing shall be treated as being comprised of two (2) separate Borrowings, a Dollar Borrowing under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency Commitments.

(b) Content of Borrowing Requests. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) whether such Borrowing is to be made under the Dollar Commitments or the Multicurrency Commitments or as a Pro-Rata Borrowing;

(ii) in the case of a Revolving Borrowing, if such Borrowing is a Pro-Rata Borrowing, the Pro-Rata Dollar Portion and the Pro-Rata Multicurrency Portion;

(iii) in the case of a Revolving Borrowing, the aggregate amount and Currency of the requested Borrowing;

(iv) the date of such Borrowing, which shall be a Business Day;

(v) in the case of any Revolving Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;

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(vi) in the case of a Term Benchmark Borrowing or RFR Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d); and

(vii) the location and number of the Borrower’s account (or such other account(s) as the Borrower may designate in a written Borrowing Request accompanied by information reasonably satisfactory to the Administrative Agent as to the identity and purpose of such other account(s)) to which funds are to be disbursed or, in the case of any ABR Borrowing requested to finance the reimbursement of an LC Disbursement provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement.

(c) Notice by the Administrative Agent to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Loan to be made as part of the requested Borrowing.

(d) Failure to Elect. If no election as to the Class of a Revolving Borrowing is specified in a Borrowing Request, then the requested Borrowing shall be denominated in Dollars and shall be a Pro-Rata Borrowing. If no election as to the Currency of a Revolving Borrowing is specified in a Borrowing Request, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type or Currency of a Borrowing is specified in a Borrowing Request, then the requested Borrowing shall be a Term Benchmark Borrowing denominated in Dollars having an Interest Period of one (1) month and, if an Agreed Foreign Currency has been specified, the requested Borrowing shall be a Term Benchmark Borrowing or RFR Borrowing, as applicable denominated in such Agreed Foreign Currency and having an Interest Period of one (1) month. If a Borrowing (other than an ABR Borrowing) is requested but no Interest Period is specified, (i) if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested Borrowing shall be a Term Benchmark Borrowing denominated in Dollars having an Interest Period of one (1) month’s duration, and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

(e) Notice by Borrower for Initial Borrowing. Notwithstanding anything to the contrary herein and the notice requirements set forth in Section 2.03(a), to request a Borrowing to be made on the Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or electronic communication) not later than 12:00 p.m., New York City time, one (1) Business Day before the date of the proposed Effective Date (or such later time as reasonably agreed by the Administrative Agent). For the avoidance of doubt, such notice shall not affect any future obligations of the Borrower to comply with the obligations of Section 2.03(a) in connection with any Borrowing Request.

SECTION 2.04. Swingline Loans.

(a) Agreement to Make Swingline Loans. Subject to the terms and conditions set forth herein, each Swingline Lender severally agrees to make Swingline Loans under each Commitment to the Borrower from time to time during the Availability Period, in Dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount

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of outstanding Swingline Loans exceeding $50,000,000 or any Swingline Lender’s outstanding Swingline Loans exceeding the amount set forth opposite the name of such Swingline Lender on Schedule IX, (ii) the sum of any Swingline Lender’s outstanding Dollar Loans, its Dollar LC Exposure and its outstanding Swingline Loans exceeding its Dollar Commitment, (iii) the sum of any Swingline Lender’s outstanding Multicurrency Loans, its Multicurrency LC Exposure and its outstanding Swingline Loans exceeding its Multicurrency Commitment, (iv) the total Revolving Dollar Credit Exposures exceeding the aggregate Dollar Commitments, (v) the total Revolving Multicurrency Credit Exposures exceeding the aggregate Multicurrency Commitments or (vi) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay, prepay and reborrow Swingline Loans.

(b) Notice of Swingline Loans by the Borrower. To request a Swingline Loan, the Borrower shall notify the Administrative Agent and each Swingline Lender of such request by telephone (confirmed by telecopy or electronic communication) not later than 1:00 p.m., New York City time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the Swingline Lender from which such Swingline Loan shall be made, the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan (which (x) in the case of any Swingline Lender that is a Dollar Lender, shall be made under the Dollar Commitments and (y) in the case of any Swingline Lender that is a Multicurrency Lender, shall be made under the Multicurrency Commitments). The Administrative Agent will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. Each Swingline Lender shall make each applicable Swingline Loan available to the Borrower by means of a credit to the Borrower’s account specified in Section 2.03(b)(vii) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the Administrative Agent for remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) Participations by Lenders in Swingline Loans. Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time on any Business Day, require (x) the Multicurrency Lenders in the case of any Swingline Loan made under the Multicurrency Commitments and (y) the Dollar Lenders in the case of any Swingline Loan made under the Dollar Commitments, in each case, to acquire participations on such Business Day in all or a portion of such Swingline Loans, and the applicable Lenders shall participate in such Swingline Loans (and in the event any such Swingline Loan is not repaid within five (5) Business Days and the Borrower has submitted a Borrowing Request in accordance with Section 2.03, such Swingline Loan shall be converted to a Term Benchmark Loan denominated in Dollars having an Interest Period of one (1) month’s duration made ratably by the applicable Lenders and shall no longer constitute a Swingline Loan). Such notice to the Administrative Agent shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Dollar Lender or Multicurrency Lender, as applicable, specifying in such notice such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of any applicable Swingline Lender, such Lender’s Applicable Dollar Percentage or Applicable

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Multicurrency Percentage, as applicable, of the applicable Swingline Loan or Loans made under such Lender’s Class of Commitments.

Subject to the foregoing, each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph (c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments of the respective Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(d) Replacement of Any Swingline Lender. Any Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such resignation and replacement of any Swingline Lender. In addition, if any Swingline Lender, in its capacity as a Lender, assigns all of its Loans and Commitments in connection with the terms of this Agreement, such Swingline Lender shall be deemed to have automatically resigned as a Swingline Lender hereunder. The Administrative Agent shall notify the Lenders of any such replacement of any Swingline Lender. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced or resigning Swingline Lender pursuant to Section 2.11. From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans to be made thereafter and (ii) references herein to the term “Swingline Lender” and/or “Swingline Lenders” shall be deemed to refer to such successor or successors (and the other current Swingline Lenders, if applicable) or to any previous Swingline Lender, or to such successor or successors (and all other current Swingline Lenders) and all previous Swingline Lenders, as the context shall require. After the replacement or resignation of a Swingline Lender hereunder, the replaced or resigning Swingline Lender shall have no obligation to make additional Swingline Loans.

(e) Designation of Additional Swingline Lenders. The Borrower may, at any time and from time to time, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), designate as additional Swingline Lenders one (1) or more Lenders that

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agree to serve in such capacity as provided below. The acceptance by a Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrower, the Administrative Agent and such designated Lender and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents and (ii) references herein or therein to the term “Swingline Lender” shall be deemed to include such Lender in its capacity as a maker of Swingline Loans hereunder.

SECTION 2.05. Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request any Issuing Bank to issue, and each Issuing Bank severally agrees to issue, at any time and from time to time during the Availability Period, Letters of Credit denominated in Dollars or in any Agreed Foreign Currency for its own account or the account of its designee (provided the Borrower shall remain primarily liable to the Lenders hereunder for payment and reimbursement of all amounts payable in respect of such Letter of Credit hereunder) in such form as is acceptable to such Issuing Bank and such named beneficiary or beneficiaries as are specified by the Borrower, each in its reasonable determination, and for the benefit of such named beneficiary or beneficiaries as are specified by the Borrower. Letters of Credit issued hereunder shall constitute utilization of the Multicurrency Commitments or the Dollar Commitments, as applicable, up to the aggregate amount then available to be drawn thereunder. Without limiting any rights of an Issuing Bank under this Section 2.05, no Issuing Bank shall be obligated to issue, amend, renew or extend any Letter of Credit (i) denominated in any Foreign Currency if at the time of such issuance, such Issuing Bank, in its capacity as a Lender, would not be required to make Loans in such Foreign Currency hereunder or (ii) if, immediately after giving effect to such issuance, amendment, renewal or extension, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) would exceed such Issuing Bank’s Dollar Commitment or Multicurrency Commitment, as the case may be.

This Section 2.05 shall not be construed to impose an obligation upon any Issuing Bank to issue, amend, renew or extend any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

(b) Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if

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arrangements for doing so have been approved by such Issuing Bank) to any Issuing Bank and the Administrative Agent (reasonably in advance of, which shall not be required to exceed five Business Days in advance of, the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section 2.05), the amount, Class and Currency of such Letter of Credit, stating that such Letter of Credit is to be issued under the Multicurrency Commitments or Dollar Commitments, as applicable, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. The Administrative Agent will promptly notify the Lenders following the issuance of any Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(c) Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section 2.05) shall not exceed $50,000,000, and the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section 2.05) shall not exceed the amount set forth opposite the name of such Issuing Bank on Schedule IX (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time), (ii) the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the total Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, (iii) with respect to each Issuing Bank, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and (iv) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

(d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date twelve (12) months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve (12) months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three (3) months of such then-current expiration date); provided that any Letter of Credit with a one (1) year term may provide for the renewal thereof for additional one (1) year periods; providedfurther, that (x) in no event shall a Letter of Credit expire after the Commitment Termination Date unless the Borrower (1) either (A) deposits, no later than five (5) Business Days prior to the Commitment Termination Date, into the Letter of Credit Collateral Account, Cash in an amount equal to 100% of the undrawn face amount of all Letters of Credit that remain outstanding as of the close of business on the Commitment Termination Date or (B) supports such Letter of Credit with another

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letter of credit pursuant to arrangements reasonably satisfactory to the Issuing Bank and the Administrative Agent, and (2) pays in full, on or prior to the Commitment Termination Date, all commissions required to be paid with respect to any such Letter of Credit through the then-current expiration date of such Letter of Credit and (y) no Letter of Credit shall have an expiry date after the Maturity Date.

(e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank, and without any further action on the part of the Issuing Banks or the Lenders, (i) in the case of a Multicurrency Issuing Bank, such Multicurrency Issuing Bank hereby grants to each Multicurrency Lender, and each Multicurrency Lender hereby acquires from such Multicurrency Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit and (ii) in the case of a Dollar Issuing Bank, such Dollar Issuing Bank hereby grants to each Dollar Lender, and each Dollar Lender hereby acquires from such Dollar Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Dollar Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the applicable Class of Commitments.

In consideration and in furtherance of the foregoing, (x) each Multicurrency Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Multicurrency Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by each such Multicurrency Issuing Bank and (y) each Dollar Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Dollar Issuing Bank, such Lender’s Applicable Dollar Percentage of each LC Disbursement made by each such Dollar Issuing Bank, in each case, in respect of Letters of Credit promptly upon the request of each such Issuing Bank (which such request shall be made by such Issuing Bank in accordance with the notice requirements applicable to the Borrower with respect to a request for Loans in Section 2.03) at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.05(f), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse an Issuing Bank, then to such Lenders and such Issuing Banks as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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(f) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $250,000 (or such smaller amount as may be agreed to by the Administrative Agent) and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Borrowing or a Swingline Loan of the respective Class in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan.

If the Borrower fails to make such payment when due, the Administrative Agent shall notify each affected Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Multicurrency Percentage or Applicable Dollar Percentage, as applicable, thereof.

(g) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

None of the Administrative Agent, the Lenders, the Issuing Banks, or any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Banks or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by any Issuing Bank’s fraud, gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof as determined by a final, non-appealable judgment of a court of competent jurisdiction. The parties hereto expressly agree that:

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(i) the Issuing Banks may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit;

(ii) the Issuing Banks shall have the right, in their sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and

(iii) this sentence shall establish the standard of care to be exercised by the Issuing Banks when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable law, any standard of care inconsistent with the foregoing).

(h) Disbursement Procedures. Each Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic communication) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the applicable Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.

(i) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement within two (2) Business Days following the date when due pursuant to paragraph (f) of this Section 2.05, then the provisions of Section 2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section 2.05 to reimburse an Issuing Bank shall be for the account of such Lender to the extent of such payment.

(j) Resignation or Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. In addition, any Issuing Bank may resign as an Issuing Bank hereunder upon not less than three (3) Business Days prior written notice to the Administrative Agent and the Borrower; providedfurther that if any Issuing Bank, in its capacity as a Lender, assigns all of its Loans and Commitments in accordance with the terms of this Agreement, such Issuing Bank shall be deemed to have automatically resigned as an Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement or resignation of an Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced or resigning Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i)

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the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” and/or “Issuing Banks” shall be deemed to refer to such successor or successors (and the other current Issuing Banks, if applicable) or to any previous Issuing Bank, or to such successor or successors (and all other current Issuing Banks) and all previous Issuing Banks, as the context shall require. After the replacement or resignation of an Issuing Bank hereunder, the replaced or resigning Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

(k) Designation of Additional Issuing Banks. The Borrower may, at any time and from time to time, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), designate as additional Issuing Banks one (1) or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of an appointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrower, the Administrative Agent and such designated Lender and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein or therein to the term “Issuing Bank” shall be deemed to include such Lender in its capacity as an issuer of Letters of Credit hereunder.

(l) Cash Collateralization. If the Borrower shall be required to provide cover for LC Exposure of a Class pursuant to Section 2.09(a), Section 2.10(c), Section 2.10(d), Section 2.18(c)(ii) or the last paragraph of Section 7.01, the Borrower shall immediately (or in accordance with the time periods specified in the applicable section) deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent, Cash denominated in the Currency of the Letter of Credit under which such LC Exposure arises in an amount equal to the amount required under Section 2.09(a), Section 2.10(c), Section 2.10(d), Section 2.18(c)(ii) or the last paragraph of Section 7.01, as applicable. Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment of the Secured Obligations, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein. If the Borrower is required to provide cash collateral hereunder as a result of the occurrence of an Event of Default, such cash collateral (to the extent not applied as set forth in this Section 2.05(l)) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide cash collateral hereunder pursuant to Section 2.10(b)(ii), such cash collateral (to the extent not applied as set forth in this Section 2.05(l)) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the aggregate Credit Exposures would not exceed the aggregate Commitments and no Specified Default or Event of Default shall have occurred and be continuing.

SECTION 2.06. Funding of Borrowings.

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(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by (i) in the case of any Loan (other than an ABR Borrowing), 11:00 a.m. New York City time, and (ii) in the case of any Loan that is an ABR Borrowing, 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose, in each case, by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that Borrowings made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.06 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in the corresponding Currency 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 (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable at the time to ABR Loans in the case of a Dollar Borrowing or the interest rate applicable to such Borrowing in the case of a Multicurrency Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder, and 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.

SECTION 2.07. Interest Elections.

(a) Elections by the Borrower for Borrowings. Subject to Section 2.03(d), the Loans constituting each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Term Benchmark Borrowing, may elect the Interest Period therefor, all as provided in this Section 2.07; provided, however, that (i) a Borrowing of a Class may only be continued or converted into a Borrowing of the same Class, (ii) a Borrowing denominated in one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (iii) no Term Benchmark Borrowing denominated in a Foreign Currency or RFR Borrowing may be continued if, after giving effect thereto, the aggregate Revolving Multicurrency Credit Exposures would exceed the aggregate Multicurrency Commitments, and (iv) a Term Benchmark Borrowing denominated in a Foreign Currency or RFR Borrowing may not be converted to a Borrowing of a different Type. The Borrower may elect different options with respect to different portions of the

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affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders of the respective Class holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing. For the avoidance of doubt, this Section 2.07(a) shall not apply to Swingline Borrowings, which may not be converted or continued except in accordance with Section 2.04(c).

(b) Notice of Elections. To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by telephone (confirmed by telecopy or electronic communication) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly (but no later than the close of business on the date of such request) by hand delivery, telecopy or electronic communication to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Content of Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing (including the Class) to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether, in the case of a Borrowing denominated in Dollars, the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and

(iv) if the resulting Borrowing is a Term Benchmark Borrowing or RFR Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d).

(d) Notice by the Administrative Agent to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Failure to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Term Benchmark Borrowing of the same Class having an Interest Period of one (1) month’s duration, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so

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long as an Event of Default is continuing no outstanding Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign Currency may have an Interest Period of more than one (1) month’s duration.

SECTION 2.08. Termination, Reduction or Increase of the Commitments.

(a) Scheduled Termination. Unless previously terminated in accordance with the terms of this Agreement, the Revolving Commitments of each Class shall terminate on the Commitment Termination Date.

(b) Voluntary Termination or Reduction. The Borrower may at any time without premium or penalty terminate, or from time to time reduce, the Commitments ratably among (and within) each Class; provided that (i) each reduction of the Commitments shall be in an amount that is $5,000,000 (or, if less, the entire remaining amount of the Commitments of any Class) or a larger multiple of $1,000,000 in excess thereof (or the entire amount of the Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, immediately after giving effect to any concurrent prepayment of the Loans of any Class in accordance with Section 2.10, the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class. Any such reduction of the Commitments below the aggregate principal amount of the Swingline Loans permitted under Section 2.04(a)(i) and the aggregate amount of Letters of Credit permitted under Section 2.05(c)(i) shall result in a dollar-for-dollar reduction of such amounts as applicable.

(c) Notice of Voluntary Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08(c) shall be irrevocable; provided that a notice of termination or reduction of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(d) Effect of Termination or Reduction. Any termination or reduction of the Commitments of a Class pursuant to clause (b) shall be permanent. Each reduction of the Commitments pursuant to clause (b) shall be made ratably between the Multicurrency Commitments and the Dollar Commitments and ratably among the Lenders in accordance with their respective Commitments of each Class.

(e) Increase of the Commitments.

(i) Requests for Increase by Borrower. The Borrower shall have the right, at any time on or after the Effective Date but prior to the Commitment Termination Date, to propose that the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional

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lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least thirty (30) days prior to the Commitment Termination Date; provided that no Lender shall be obligated to provide any increased Commitment; provided, further that:

(A) each increase shall be in a minimum amount of at least $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);

(B) the aggregate amount of all Commitments, including Commitment Increases effected pursuant to this Section 2.08(e), shall not exceed $750,000,000;

(C) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Banks (in each case, which consent shall not be unreasonably withheld, conditioned or delayed);

(D) in the case of any Commitment Increase (other than a Commitment Increase used in connection with a Specified Purchase), no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date; and

(E) (1) in the case of a Commitment Increase used in connection with a merger or consolidation with, or acquisition of all or substantially all of the assets of, any other business development company advised by the Advisor by an Obligor permitted under Section 6.03 (such Person, a “Specified Target” and such merger, consolidation or acquisition a “Specified Purchase”), the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of such Commitment Increase Date, or (2) in the case of any other Commitment Increase, the representations and warranties made by the Borrower and/or its Significant Subsidiaries, as applicable, contained in this Agreement shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(ii) Effectiveness of Commitment Increase by Borrower. The Assuming Lender, if any, shall become a Lender hereunder as of such Commitment Increase Date with the Commitment in the amount set forth in the applicable Incremental Assumption Agreement, and the Commitment of the respective Class of any Increasing Lender part of such Commitment Increase, and such Assuming Lender shall be increased as of such Commitment Increase Date to the amount set forth in the applicable Incremental Assumption Agreement; provided that:

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(A) the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has been satisfied; and

(B) each Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to such Commitment Increase Date, an agreement (an “Incremental Assumption Agreement”), in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent.

(iii) Recordation into Register. Upon its receipt of an agreement referred to in clause (ii)(B) above executed by an Assuming Lender or an Increasing Lender, together with the certificate referred to in clause (ii)(A) above, the Administrative Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.

(iv) Adjustments of Borrowings upon Effectiveness of Increase. In the case of a Commitment Increase under the Revolving Commitments, on each Commitment Increase Date, the Borrower shall (A) prepay the outstanding Revolving Loans (if any) of the affected Class in full, (B) simultaneously borrow new Revolving Loans of such Class hereunder in an amount equal to such prepayment (in the case of Term Benchmark Loans, with Relevant Rates equal to the outstanding Relevant Rates and with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s); provided that for any outstanding Interest Period of less than one (1) month, the Interest Period will be deemed equal to one (1) month), as applicable (as modified hereby); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Revolving Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Revolving Lender will be subsequently borrowed from such Revolving Lender and (y) the existing Revolving Lenders, the Increasing Lenders and the Assuming Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Loans of such Class are held ratably by the Revolving Lenders of such Class in accordance with the respective Revolving Commitments of such Class of such Revolving Lenders (after giving effect to such Commitment Increase) and (C) pay to the Revolving Lenders of such Class the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Revolving Lenders of such Class shall be deemed to have adjusted their participation interests in any outstanding Swingline Loans and Letters of Credit of such Class so that such interests are held ratably in accordance with their Revolving Commitments of such Class as so increased.

(v) Terms of Loans Issued on the Commitment Increase Date. The terms and provisions of any new Loans issued by any Assuming Lender or Increasing Lender, and the Commitment Increase of any Assuming Lender or Increasing Lender, in the case of a Commitment Increase under the Revolving Commitments, shall be identical to the terms

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and provisions of Loans issued by, and the Commitments of, the Revolving Lenders immediately prior to the applicable Commitment Increase Date (except that any upfront or similar one-time fee may be different).

SECTION 2.09. Repayment of Loans; Evidence of Debt.

(a) Repayment. The Borrower hereby unconditionally promises to repay the Loans of each Class as follows:

(i) to the Administrative Agent for the account of the applicable Lenders the outstanding principal amount of each Class of the Loans on the Maturity Date; and

(ii) to the applicable Swingline Lender the then unpaid principal amount of each Swingline Loan made by such Swingline Lender, on the earlier of the Commitment Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least ten (10) Business Daysafter such Swingline Loan is made; provided that any Swingline Loan that is not repaid timely in accordance with this clause (ii) shall be automatically converted to a Term Benchmark Loan in accordance with Section 2.04(c); providedfurther that on each date that a Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding.

In addition, on the Maturity Date, to the extent any Letter of Credit is outstanding (notwithstanding the requirements of Section 2.05(d)), the Borrower shall deposit into the Letter of Credit Collateral Account, Cash in an amount equal to 100% of the undrawn face amount of all Letters of Credit outstanding on the close of business on the Maturity Date, such deposit to be held by the Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the undrawn portion of such Letters of Credit.

(b) Manner of Payment. Subject to Section 2.10(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided that, each repayment of Borrowings to any Lenders of a Class shall be applied to repay or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, solely in the case of any payment of a Borrowing denominated in Dollars, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified and such payment relates to a Borrowing denominated in Dollars, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid or prepaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid or prepaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a

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Class shall be applied ratably to the Loans of such Class included in such Borrowing. If the repayment or prepayment amount is denominated in Dollars and the Class to be repaid or prepaid is not specified, the Borrower shall repay or prepay such amount pro rata between any outstanding ABR Borrowings of the Dollar Lenders and the Multicurrency Lenders, and thereafter repay or prepay the remaining Borrowings denominated in Dollars in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period. If the repayment or prepayment is denominated in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency), the Borrower may, at its option, repay or prepay any outstanding Borrowings in such Currency ratably among just the Multicurrency Lenders in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period, and, if after such payment, the balance of the Borrowings denominated in such Currency is zero (0), then if there are any remaining proceeds, the Borrower shall repay or prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by Section 2.05(l)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure in the order of the remaining duration of their respective Interest Periods, commencing with such Borrowings with the shortest remaining Interest Period.

(c) Maintenance of Records by Lenders. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts and Currency of principal and interest payable and paid to such Lender from time to time hereunder.

(d) Maintenance of Records by the Administrative Agent. The Administrative Agent shall maintain records in which it shall record (i) the amount and Currency of each Loan made hereunder, the Class and Type thereof and each Interest Period therefor, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from the Borrower to each Lender of such Class hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e) Effect of Entries. The entries made in the records maintained pursuant to paragraph (c) or (d) of this Section 2.09 shall be prima facie evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records maintained by the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. In the event of any conflict between the Register and any other accounts and records maintained by the Administrative Agent, the Register shall control in the absence of manifest error.

(f) Promissory Notes. Any Lender may request that Loans made by it be evidenced by a promissory note (or, in the case of any Lender having Commitments of different Classes, by separate promissory notes in respect of each Class of Commitments). In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) in substantially the

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form attached hereto as Exhibit E or in such other form as shall be reasonably satisfactory to the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one (1) or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

SECTION 2.10. Prepayment of Loans.

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty except for payments under Section 2.15, subject to the requirements of this Section 2.10.

(b) Mandatory Prepayments due to Changes in Exchange Rates.

(i) Determination of Amount Outstanding. On each Revaluation Date, the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan or LC Exposure that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan or LC Exposure, determined as of such Revaluation Date. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.

(ii) Prepayment.

(A) If, on the date of such determination the aggregate Revolving Multicurrency Credit Exposure minus the Multicurrency LC Exposure fully cash collateralized pursuant to Section 2.05(l) on such date exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall, if requested by the Required Multicurrency Lenders (through the Administrative Agent) prepay the Multicurrency Loans and Swingline Loans (and/or provide cover for Multicurrency LC Exposure as specified in Section 2.05(l)) within fifteen (15) Business Days following the date the Borrower receives such request in such amounts, if any, as shall be necessary so that after giving effect thereto and the determination of the aggregate Revolving Multicurrency Credit Exposure as of such date, the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments. Any prepayment pursuant to this paragraph shall be applied, first, to Swingline Loans, second, to Multicurrency Loans, and third, as cover for Multicurrency LC Exposure.

(B) If, on the date of such determination the aggregate Revolving Dollar Credit Exposure minus the Dollar LC Exposure fully cash collateralized pursuant to Section 2.05(l) on such date exceeds the aggregate amount of the Dollar Commitments as then in effect, the Borrower shall, if requested by the Required Dollar Lenders (through the Administrative Agent), prepay the Dollar Loans (and/or provide cover for Dollar LC Exposure as specified in Section 2.05(l)) within fifteen (15) Business Days following the date the Borrower receives such request in such amounts, if any, as shall be necessary so that after giving effect thereto and the determination of the aggregate Revolving Dollar

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Credit Exposure as of such date, the aggregate Revolving Dollar Credit Exposure does not exceed the Dollar Commitments. Any prepayment pursuant to this paragraph shall be applied, first, to Dollar Loans outstanding and second, as cover for Dollar LC Exposure.

(c) Mandatory Prepayments due to Borrowing Base Deficiency or Contingent Borrowing Base Deficiency.

(i) In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), include additional Portfolio Investments that are in the Collateral Pool in the Borrowing Base, or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Dollar Lenders and Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business Day period shall (A) include the five (5) Business Days permitted for delivery of such plan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment (and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion); provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(h) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion) solely with respect to compliance with Section 5.13(h).

(ii) In the event that at any time, but only for so long as, any Contingent Borrowing Base Deficiency shall exist, the Borrower shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), include

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additional Portfolio Investments that are in the Collateral Pool in the Borrowing Base or reduce its other Indebtedness that is included in the Covered Debt Amount or otherwise remedy the Contingent Borrowing Base Deficiency in such amounts as shall be necessary so that such Contingent Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount and Contingent Secured Indebtedness) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount and Contingent Secured Indebtedness, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Dollar Lenders and Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Contingent Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Contingent Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Contingent Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business Day period shall (A) include the five (5) Business Days permitted for delivery of such plan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment (and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Contingent Borrowing Base Deficiency is cured within such thirty (30) Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion); provided, further, that solely to the extent such Contingent Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(h) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion) solely with respect to compliance with Section 5.13(h).

(d) Mandatory Prepayments During Amortization Period. During the period commencing on the date immediately following the Commitment Termination Date and ending on the Maturity Date:

(i) Asset Disposition. If the Borrower or any other Obligor receives any Net Cash Proceeds in excess of $2,000,000 in the aggregate for any single disposition or series of dispositions, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds of a Disposition no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

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(ii) Equity Issuance. Upon the receipt by the Borrower or any other Obligor of any Net Cash Proceeds of the issuance of any Equity Interests (other than pursuant to any distribution or dividend reinvestment plan), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

(iii) Indebtedness. Upon the incurrence or issuance by the Borrower or any other Obligor of any Indebtedness for borrowed money (excluding any Permitted Advisor Loan) by such Borrower or such other Obligor, as applicable, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

(iv) Extraordinary Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the Commitment Termination Date, exceeds $5,000,000 in the aggregate) received by or paid to or for the account of the Borrower or any other Obligor, and not otherwise included in clauses (i), (ii) or (iii) of this Section 2.10(d), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

(v) Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in clauses (i), (ii), (iii) or (iv) of this Section 2.10(d) (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)).

Notwithstanding the foregoing, (I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall (A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in Section 6.05(b) hereof (subject to any limitations set forth therein), and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are Term Benchmark Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.

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(e) Notices, Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy or electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Loan denominated in Dollars (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the date of prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 p.m., New York City time, on the date of prepayment, (iv) in the case of prepayment of an RFR Borrowing (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 12:00 p.m., London time, three (3) Business Days before the date of prepayment, (v) in the case of a prepayment of a Term Benchmark Borrowing denominated in a Foreign Currency (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 12:00 p.m., New York time, three (3) Business Days before the date of prepayment, or (vi) in the case of any prepayment pursuant to Section 2.10(d), not later than 12:00 p.m., New York City time, one Business Day before the date of prepayment or, in each case of the notice periods described in this paragraph (e), such lesser period as the Administrative Agent may reasonably agree. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if (i) a notice of prepayment is given in connection with a conditional notice of termination or reduction of the Commitments of a Class as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08 and (ii) any notice given in connection with Section 2.10(d) may be conditioned on the consummation of the applicable transaction contemplated by such Section and the receipt by the Borrower or any such Subsidiary (other than a Designated Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment or scheduled payment. Each prepayment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be made in the manner specified in Section 2.09(b). In the event the Borrower is required to make any concurrent prepayments under both paragraph (c) and also any other paragraph of this Section 2.10, the prepayment pursuant to such other paragraph of this Section 2.10 shall be made prior to any prepayment required to be made pursuant to paragraph (c) and the amount of the payment required pursuant to paragraph (c) (if any) shall be determined immediately after giving effect to the prepayment made (or to be made) under such other paragraph of this Section 2.10.

SECTION 2.11. Fees.

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at a rate per annum equal to 0.375% on the daily unused amount of the Dollar Commitment and Multicurrency Commitment, as applicable, of such Lender during the period from and including the Effective Date to but excluding the earlier of the date such Commitment terminates and the Commitment Termination

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Date. Accrued commitment fees shall be payable in arrears on the sixth (6th) Business Day after each Quarterly Date, commencing on March 31, 2023, and on the earlier of the date the Commitments of the respective Class terminate and the Commitment Termination Date. All commitment fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, (i) the daily unused amount of the applicable Commitment shall be determined as of the end of each day and (ii) the Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Class of such Lender (and the Swingline Exposure of such Class of such Lender shall be disregarded for such purpose).

(b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the daily maximum amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the sixth (6th) Business Day following such Quarterly Date, commencing on March 31, 2023; provided that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such fees that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two (2) Business Days after the date upon which the last such Letter of Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within ten (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times as set forth in the

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Administrative Agent Fee Letter dated as of the Effective Date between the Borrower and the Administrative Agent.

(d) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars (or, at the election of the Borrower, with respect to any fees payable to an Issuing Bank on account of Letters of Credit issued by such Issuing Bank in any Foreign Currency, in such Foreign Currency) and immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of fees payable to them) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances absent manifest error.

SECTION 2.12. Interest.

(a) ABR Loans. The Loans constituting each ABR Borrowing (including each Swingline Loan) shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b) Term Benchmark Loans. The Loans constituting each Term Benchmark Borrowing shall bear interest at a rate per annum equal to the Relevant Rate applicable to such Borrowing for the related Interest Period plus the Applicable Margin.

(c) RFR Loans. The Loans constituting each RFR Borrowing shall bear interest at a rate per annum equal to the Daily Simple RFR plus the Applicable Margin.

(d) Default Interest. Notwithstanding the foregoing clauses (a) through (c), if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due (after giving effect to any grace or cure period), whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or (ii) in the case of any other amount, 2% plus (x) if such other amount is denominated in Dollars, the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12, (y) if such other amount is denominated in a Foreign Currency (other than GBP), the rate applicable to Term Benchmark Loans as provided in paragraph (b) of this Section 2.12 or (z) if such other amount is denominated in GBP, the rate applicable to RFR Loans as provided in paragraph (c) of this Section 2.12.

(e) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan in the Currency in which such Loan is denominated and upon the Maturity Date; provided that (i) interest accrued pursuant to paragraph (d) of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Loan denominated in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.

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(f) Computation. All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest on all Loans denominated in GBP shall be computed on the basis of a year of three hundred sixty five (365) days (or three hundred sixty six (366) days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The Alternate Base Rate, each Relevant Rate and the Daily Simple RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.13. Market Disruption and Alternate Rate of Interest.

(a) Subject to Section 2.13(b) below, if:

(i) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate or the Adjusted EURIBO Rate, as applicable (including, without limitation, because the Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or

(ii) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, the CDO Rate or the Adjusted EURIBO Rate, as applicable, for a Loan in such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing;

then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable thereafter identifying the relevant provision above. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing

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Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of CAD) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

(b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2)

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of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13.

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark for such Applicable Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject

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to an announcement that it is not or will not be representative for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor.

(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Canadian Prime Rate;provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar

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Equivalent of CAD) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

SECTION 2.14. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, special, supplemental, or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D), compulsory loan, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted EURIBO Rate) or any Issuing Bank;

(ii) impose on any Lender or any Issuing Bank or the relevant interbank market for an Agreed Foreign Currency any other condition, cost or expense (other than Taxes), affecting this Agreement or Term Benchmark Loans or RFR Loans made by such Lender or any Letter of Credit issued by such Issuing Bank or participation by such Lender therein; or

(iii) subject any Lender, any Issuing Bank or the Administrative Agent to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting into or maintaining any Term Benchmark Loan or RFR Loan (or any Loan, if such increase is in respect of Taxes (other than Indemnified Taxes and Excluded Taxes)) (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or the Administrative Agent of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or the Administrative Agent hereunder (whether of principal, interest or otherwise), then, upon the request of such Lender, such Issuing Bank or the Administrative Agent, the Borrower will pay to such Lender, such Issuing Bank or the Administrative Agent, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender, such Issuing Bank or the Administrative Agent, as the case may be, for

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such additional costs incurred or reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph (a) if not generally claiming similar compensation from its other similar customers in similar circumstances.

(b) Capital Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then, upon the request of such Lender or such Issuing Bank, the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph (b) if not generally claiming similar compensation from its other similar customers in similar circumstances.

(c) Certificates from Lenders. A certificate of a Lender or an Issuing Bank (x) setting forth in reasonable detail the basis for and the calculation of the amount or amounts, in Dollars, necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.14, (y) setting forth in reasonable detail the manner of determination of such amount or amounts and (z) certifying that such Lender or such Issuing Bank or its holding company, as the case may be, is generally claiming similar compensation from its other similar customers in similar circumstances, shall be promptly delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.14 for any increased costs or reductions incurred more than three (3) months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; providedfurther that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three (3) month period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15. Break Funding Payments(a) . (a) In the event of (i) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (ii) the conversion of any Term Benchmark Loan other than on the last day of an

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Interest Period therefor, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (including, in connection with any Commitment Increase Date, and regardless of whether such notice is permitted to be revocable under Section 2.10(f) and is revoked in accordance herewith), or (iv) the assignment as a result of a request by the Borrower pursuant to Section 2.19(b) of any Term Benchmark Loan other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall compensate each affected Lender for such Lender’s loss, cost and expense attributable to such event (excluding loss of anticipated profits).

(b) Payment under this Section 2.15 shall be made upon written request of a Lender delivered to the Borrower not later than ten (10) Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section 2.15 accompanied by a written certificate of such Lender setting forth in reasonable detail the amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15 and the basis for and the manner of determination of such amount or amounts, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

SECTION 2.16. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law; provided that if the Borrower shall be required to deduct or withhold any Taxes from such payments, then (i) if such Tax is an Indemnified Tax or Other Tax, then the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.16) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank for and, within thirty (30) Business Days after written demand therefor, pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

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(d) Indemnification by the Lenders. Each Lender and each Issuing Bank shall severally indemnify the Administrative Agent, within thirty (30) days after demand thereof, for (i) any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent that a party to this Agreement has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any party to this Agreement to do so), (ii) any Taxes attributable to such Lender or Issuing Bank’s failure to comply with the provisions of Section 9.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or Issuing Bank, in each case that are payable or paid by the Administrative Agent in connection with this Agreement or any other Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each Issuing Bank hereby authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to such Lender or Issuing Bank from any other source against any amount due to the Administrative Agent under this paragraph.

(e) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

In addition, any Foreign Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Foreign Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and delivery of such documentation (other than such documentation set forth in Sections 2.16(f)(i)-(iv) or Section 2.16(h)) shall not be required if in the Foreign Lender’s reasonable judgment such completion, execution or delivery would subject such Foreign Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Foreign Lender.

Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time

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thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W‑8BEN or Internal Revenue Service Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii) duly completed copies of Internal Revenue Service Form W‑8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W‑8BEN or Internal Revenue Service Form W-8BEN-E certifying that the Foreign Lender is not a United States Person, or

(iv) to the extent a Foreign Lender is not a beneficial owner, duly completed copies of Internal Revenue Service Form W‑8IMY; together with an IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E or any other supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

Each Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time the chief tax officer of such Foreign Lender becomes aware that it no longer satisfies the legal requirements to provide any previously delivered form or certificate to the Borrower.

(g) United States Lenders. Each Lender and each Issuing Bank that is not a Foreign Lender shall deliver to the Borrower (with a copy to the Administrative Agent), prior to the date on which such Issuing Bank or Lender becomes a party to this Agreement, upon the expiration or invalidity of any forms previously delivered and at times reasonably requested by the Borrower or the Administrative Agent, duly completed copies of Internal Revenue Service Form W‑9 or any successor form, provided it is legally able to do so at the time. In addition, if requested by the Borrower or the Administrative Agent, each Lender and each Issuing Bank shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender or Issuing Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and delivery of such documentation (other than completed copies of Internal Revenue Service Form W-9 or documentation required under Section 2.16(h)) shall not be required if in the Lender or Issuing Bank’s reasonable judgment such completion, execution or delivery would subject such Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Issuing Bank.

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(h) FATCA. If a payment made to a Lender or Issuing Bank under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender or Issuing Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or Issuing Bank shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender or Issuing Bank has complied with such Lender or Issuing Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender and Issuing Bank agrees that if any form or certification it previously delivered under Section 2.16(f), (g) or (h) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(i) Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16, it shall pay to the Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(j) Each party’s obligations, agreements and waivers under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations under any Loan Document.

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SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to an Issuing Bank or a Swingline Lender as expressly provided herein and payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement (including commitment fees, payments required under Section 2.14, and payments required under Section 2.15 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15 or any reimbursement or cash collateralization of any LC Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if the Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees of a Class then due hereunder, such funds shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees of such Class then due to such parties, and (ii) second, to pay principal and unreimbursed LC Disbursements of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties.

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(c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on Loans of a Class of Commitments or Maturity Date by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to such Lenders.

(d) Sharing of Payments by Lenders. If any Lender of a Class shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).

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(e) Presumptions of Payment. 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 or the Issuing Banks 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 or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank 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 Federal Funds Effective Rate.

(f) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(e), 2.06(a), 2.17(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.18. Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) commitment fees pursuant to Section 2.11(a) shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender;

(b) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether two-thirds (2/3rds) of the Lenders, two-thirds (2/3rds) of the Lenders of a Class, the Required Lenders or the Required Lenders of a Class have taken or may take any action hereunder or any other Loan Documents (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders (or all Lenders of a Class) or each affected Lender (if applicable to such Defaulting Lender), including as set forth in Section 9.02(b)(i), (ii), (iii), (iv) or (v), shall require the consent of such Defaulting Lender;

(c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i) all or any part of such Swingline Exposure (other than the portion of such Swingline Exposure consisting of Swingline Loans made by such Defaulting Lender) and LC Exposure shall be reallocated among the non-Defaulting Lenders holding Commitments of the same Class as such Defaulting Lender in accordance with their respective Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, but only to the extent (x) in the case of a Defaulting Lender that holds Commitments of a particular Class, the sum of all non-Defaulting Lenders’ Revolving

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Credit Exposures of such Class plus such Defaulting Lender’s Swingline Exposure and LC Exposure of such Class does not exceed the total of all non-Defaulting Lenders’ Commitments of such Class, and (y) no non-Defaulting Lender’s Revolving Credit Exposure of the applicable Class will exceed such Lender’s Commitment of such Class;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within three (3) Business Days following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(l) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders of the same Class as such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.11(a) and Section 2.11(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, in effect immediately after giving effect to such reallocation; and

(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.18(c), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and

(d) so long as any Lender is a Defaulting Lender, no Swingline Lenders of the same Class of such Defaulting Lender shall be required to fund any Swingline Loan of such Class and no Issuing Bank of the same Class or such Defaulting Lender shall be required to issue, amend or increase any Letter of Credit of such Class, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders of the applicable Class and/or cash collateral will be provided by the Borrower in accordance with Section 2.18(c), and Swingline Exposure related to any newly made Swingline Loan and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders of such Class in a manner consistent with Section 2.18(c)(i) (and Defaulting Lenders shall not participate therein).

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In the event that the Administrative Agent, the Borrower, the Swingline Lenders and the Issuing Banks (with respect to the Swingline Lenders and the Issuing Banks, only to the extent that such Swingline Lender or Issuing Bank acts in such capacity under the same Class of Commitments held by a Defaulting Lender) each agrees in writing that such Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on the date of such agreement, such Lender shall no longer be deemed a Defaulting Lender, the Borrower shall no longer be required to cash collateralize any portion of such Lender’s LC Exposure cash collateralized pursuant to Section 2.18(c)(ii) above and the Swingline Exposure and the LC Exposure of the Lenders of the affected Class shall be readjusted to reflect the inclusion of such Lender’s Commitment of such Class and on such date such Lender shall purchase at par such of the Loans of the other Lenders of such Class (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Multicurrency Percentage or Applicable Dollar Percentage, as applicable, in effect immediately after giving effect to such agreement.

No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender or is a non-consenting Lender (as provided in Section 9.02(d)), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations

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in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts then due and payable), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) Defaulting Lender. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(e), 2.06(a), 2.17(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.20. Illegality. If any Change in Law shall make it unlawful or impossible for any Lender to perform any of its obligations hereunder, to make, maintain or fund any RFR Loan or Term Benchmark Loan or to determine or charge interest rates based upon any applicable Daily Simple RFR or Relevant Rate and such Lender shall so notify the Administrative Agent, the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the other Lenders as promptly as practicable thereafter, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such notice no longer exist, (i) the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) thereof, (ii) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing either (A) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (B) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (iii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iv) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the

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Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, and (v) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iv)(B)(1) or (v)(B)(1) above, as applicable. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a different lending office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion. Upon any such prepayment or conversion, the Borrower shall also pay accrued

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interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14.

Article III
Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Each of the Borrower and its Significant Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to comply with clauses (a) through (c) would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed by each Obligor party thereto and delivered will constitute, a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect, and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other Obligors, as applicable, or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other Obligor, as applicable, or assets, or give rise to a right thereunder to require any payment to be made by any such Person, in each case, except as would not reasonably be expected to have a Material Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Liens permitted by Section 6.02) on any asset of the Borrower or any other Obligors.

SECTION 3.04. Financial Condition; No Material Adverse Change.

(a) Financial Statements. The financial statements most recently delivered to the Administrative Agent and the Lenders by the Borrower pursuant to Section 4.01(d) or Section 5.01 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such

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periods in accordance with GAAP applied on a consistent basis, subject to, in the case of interim statements, year-end audit adjustments and the absence of footnotes.

(b) No Material Adverse Change. Since December 31, 2021, there has not been any event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. Litigation. Except, in each case, as disclosed to the Lenders and the Administrative Agent prior to the Effective Date, including as set forth in any report publicly filed with the SEC prior to the Effective Date, (i) there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of any Financial Officer of the Borrower, threatened in writing against or affecting the Borrower or any of its Subsidiaries as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of any Financial Officer of the Borrower, threatened in writing against or affecting the Borrower or any of its Subsidiaries that directly involve this Agreement or the Transactions.

SECTION 3.06. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. None of the Obligors is subject to any contract or other arrangement, the performance of which by them would reasonably be expected to result in a Material Adverse Effect.

SECTION 3.07. Sanctions and Anti-Corruption Laws. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and investment advisors with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective employees, officers and directors and, to the knowledge of the Borrower, agents of the Borrower and its Subsidiaries, are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any Subsidiary or any director, officer, manager or, to the knowledge of the Borrower, agent of the Borrower or any Subsidiary is a Sanctioned Person and none of the Borrower or any Subsidiary or any director, officer, manager or agent of the Borrower or any Subsidiary is the subject of any Sanctions.

SECTION 3.08. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

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SECTION 3.09. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. Disclosure. None of the written reports, financial statements, certificates or other written information (other than projections, other forward looking information, information of a general economic or industry specific nature or information relating to third parties) furnished by or on behalf of the Borrower to the Lenders in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) when taken together with the Borrower’s public filings and as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading at the time made; provided that, with respect to projected financial information, other forward looking information relating to third parties and information of a general economic or general industry nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of the preparation thereof (it being understood that projections are subject to significant and inherent uncertainties and contingencies which may be outside of the Borrower’s control and that no assurance can be given that projections will be realized, and are therefore not to be viewed as fact, and that actual results for the periods covered by projections may differ from the projected results set forth in such projections and that such differences may be material).

SECTION 3.11. Investment Company Act; Margin Regulations.

(a) Status as Business Development Company. The Borrower is a “closed-end fund” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

(b) Compliance with Investment Company Act. The business and other activities of the Borrower and its Subsidiaries, including the making of the Loans hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the Transactions contemplated by the Loan Documents do not result in a violation or breach in any material respect of the applicable provisions of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case, that are applicable to the Borrower and its Subsidiaries.

(c) Investment Policies. The Borrower is in compliance with all written investment policies, restrictions and limitations for the Borrower delivered (to the extent not otherwise publicly filed with the SEC) to the Lenders prior to the Effective Date (as such investment policies have been amended, modified or supplemented in a manner not prohibited by Section 7.01(r), the “Investment Policies”), except to the extent that the failure to so comply would not reasonably be expected to result in a Material Adverse Effect.

(d) Use of Credit. Neither the Borrower nor any of its Significant Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no

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part of the proceeds of any extension of credit hereunder will be used to buy or carry any Margin Stock in violation of Regulation U.

SECTION 3.12. Material Agreements and Liens.

(a) Material Agreements. Part A of Schedule II is a complete and correct list of each credit agreement, loan agreement, indenture, note purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness for borrowed money of or any extension of credit (or commitment for any extension of credit) to, or guarantee for borrowed money by, the Borrower or any other Obligor outstanding on the Effective Date (in each case, other than (x) Indebtedness hereunder or under any other Loan Document and (y) any such agreement or arrangement that is solely between or among two (2) or more Obligors), and the aggregate principal or face amount outstanding or that is or may become outstanding under each such arrangement in each case as of the Effective Date is correctly described in Part A of Schedule II.

(b) Liens. Part B of Schedule II is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the Effective Date (other than Indebtedness hereunder or under any other Loan Document) covering any property of the Borrower or any other Obligor, and the aggregate principal amount of such Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the Effective Date is correctly described in Part B of Schedule II.

SECTION 3.13. Subsidiaries and Investments.

(a) Subsidiaries. Set forth in Part A of Schedule IV is a complete and correct list of all of the Subsidiaries of the Borrower on the Effective Date together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary, (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests and (iv) whether such Subsidiary is a Designated Subsidiary or an Excluded Asset (other than a Designated Subsidiary). Except as disclosed in Part A of Schedule IV, as of the Effective Date, (x) the Borrower owns, free and clear of Liens (other than any lien permitted by Section 6.02 hereof), and has the unencumbered right to vote, all outstanding ownership interests in each Subsidiary shown to be held by it in Part A of Schedule IV, (y) all of the issued and outstanding capital stock of each such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable (to the extent such concepts are applicable) and (z) there are no outstanding Equity Interests with respect to such Subsidiary. Each Subsidiary identified on said Part A of Schedule IV as a “Designated Subsidiary” qualifies as such under the definition of “Designated Subsidiary” set forth in Section 1.01.

(b) Investments. Set forth in Part B of Schedule IV is a complete and correct list of all Investments (other than Investments of the types referred to in clauses (a), (c) and (d) of Section 6.04) held by any of the Obligors in any Person on the Effective Date and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Part B of Schedule IV, each of the Borrower and such

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other Obligors owns, free and clear of all Liens (other than Permitted Liens or Liens created pursuant to the Security Documents), all such Investments.

SECTION 3.14. Properties.

(a) Title Generally. Each of the Borrower and the other Obligors has good title to, or valid leasehold interests in, all its real and personal property material to its business, taken as a whole, except for minor defects in title that do not interfere with its ability to conduct its business, taken as a whole, as currently conducted or to utilize such properties for their intended purposes, except where failure to have title or leasehold interests would not reasonably be expected to have a Material Adverse Effect.

(b) Intellectual Property. Each of the Borrower and the other Obligors owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, taken as a whole, the use thereof by the Borrower and such other Obligor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.15. Affiliate Agreement. As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to the Administrative Agent true and complete copies of the Affiliate Agreement as in effect as of the Effective Date (including any amendments, supplements or waivers executed and delivered thereunder and any schedules and exhibits thereto). As of the Effective Date, the Affiliate Agreement is in full force and effect.

SECTION 3.16. Security Documents. The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 6.02) on all right, title and interest of the respective Obligors in the Collateral described therein to secure the Secured Obligations, except for any failure that would not constitute an Event of Default under Section 7.01(p). Except for (a) filings and actions completed on or prior to the Effective Date and as contemplated hereby and by the Security Documents, and (b) the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected by possession or control, no filing or other action will be necessary to perfect such Liens to the extent required thereunder, except for the failure to make any filing or action that would not constitute an Event of Default under Section 7.01(p).

SECTION 3.17. Affected Financial Institutions. No Obligor is an Affected Financial Institution.

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Article IV
Conditions

SECTION 4.01. Effective Date. This Agreement shall become effective on the date on which the following conditions precedent have been satisfied (or such condition shall have been waived in accordance with Section 9.02):

(a) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance:

(i) Executed Counterparts. From each of the parties hereto, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement.

(ii) Guarantee and Security Agreement. The Guarantee and Security Agreement, duly executed by each of the parties thereto.

(iii) Opinion of Counsel to the Obligors. A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

(iv) Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors, this Agreement or the Transactions.

(v) Officer’s Certificate. A certificate, dated the Effective Date and signed by the President, a Vice President, the Chief Executive Officer or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence of Sections 4.02(a), (b) and (c).

(b) Fees and Expenses. The Administrative Agent shall have received evidence of the payment by the Borrower of all fees due and payable to the Lenders, the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers on or prior to the Effective Date that the Borrower has agreed to pay in connection with this Agreement. The Borrower shall have paid all reasonable expenses (including the legal fees of Mayer Brown LLP) for which invoices have been presented prior to the Effective Date that the Borrower has agreed to pay in connection with this Agreement.

(c) Liens. Results of a recent lien search in each relevant jurisdiction with respect to each Obligor and such search shall reveal no liens on any of the assets of any Obligor except for liens permitted under Section 6.02 or liens to be discharged on or prior to the Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

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(d) Financial Statements. The Lenders shall have received the audited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2021 and unaudited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. The Administrative Agent and Lenders acknowledge having received the financial statements referred to above.

(e) Know Your Customer Documentation. The Administrative Agent and the Lenders shall have received, (i) upon the reasonable request of the Lenders at least two (2) Business Days prior to the Effective Date, documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (ii) to the extent that the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

(f) Valuation Policy. A copy of the Valuation Policy.

(g) Other Documents. Such other documents as the Administrative Agent or any Lender or special New York counsel to Truist Bank may reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make any Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:

(a) (i) in the case of a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase, the Specified Representations (immediately after giving effect to such merger, consolidation or acquisition) and the Specified Purchase Agreement Representations (immediately prior to giving effect to such merger, consolidation or acquisition) shall be true and correct in all material respects on and as of the date of such Loan, or (ii) in the case of any other Loan or issuance, amendment, renewal or extension of any Letter of Credit, the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;

(b) in the case of any Loan or issuance, amendment, renewal or extension of any Letter of Credit (other than a Loan made to pay the purchase price and related fees and expenses in respect of a Specified Purchase), at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Specified Default or Event of Default shall have occurred and be continuing;

(c) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transaction) shall not exceed the Borrowing Base

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(immediately after giving effect to such extension of credit and any Concurrent Transaction), which shall be evidenced by a Borrowing Base Certificate (which, in the case of the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, shall be as of a date not more than five (5) days prior to the date of such Loan or Letter of Credit and give pro forma effect to the Transactions, and thereafter, so long as it is still current, may be the Borrowing Base Certificate most recently delivered to the Administrative Agent);

(d) the Administrative Agent shall have received a request for the Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit as required by Section 2.03, 2.04 or 2.05(b), as applicable; and

(e) with respect to the initial making of a Loan or issuance of a Letter of Credit hereunder, as applicable, (i) each deposit account and securities account of the Borrower and the Subsidiary Guarantors that is maintained with the Custodian as of the Effective Date and required, pursuant to the terms of the Guarantee and Security Agreement, to be subject to a Control Agreement, but which is not subject to a Control Agreement as of the Effective Date, shall be subject to a Control Agreement and (ii) the Borrower shall have delivered to the Administrative Agent a favorable written opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent, addressing customary security interest matters; provided, that all representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to the foregoing (and to permit the taking of the actions described in this Section 4.02(e) within the time periods specified herein), and, to the extent any provision of this Agreement or any other Loan Document would be violated or breached (or any non-compliance with any such provision would result in a Default or Event of Default hereunder) as a result of any such extended deadline, such provision shall be deemed modified (or waived on a limited basis) to the extent necessary to give effect to this Section 4.02(e).

Each Borrowing (but not a continuation or conversion thereof) and each issuance, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Article V
Affirmative Covenants

Until the Facility Termination Date, the Borrower covenants and agrees with the Administrative Agent and the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender:

(a) within ninety (90) days after the end of each fiscal year of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed one hundred twenty (120) days after the end of each fiscal year of the Borrower), commencing with the fiscal year ending December 31, 2022, the audited consolidated statements of assets and liabilities, statements of operations, changes in net assets, cash flows and schedule of investments of the Borrower and its

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consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or any other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently (except as disclosed therein) applied;

(b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed seventy-five (75) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower), the consolidated statements of assets and liabilities, statements of operations, changes in net assets, cash flows and schedule of investments of the Borrower and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently (except as disclosed therein) applied, subject to normal year-end audit adjustments, the absence of footnotes and as otherwise described therein;

(c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section 5.01, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and is continuing, specifying the details thereof and any action which the Borrower has taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01(b), 6.01(i), 6.01(l), 6.01(m), 6.01(n), 6.02(d), 6.02(e), 6.03(c), 6.03(d), 6.03(e), 6.03(h), 6.03(i), 6.04(d), 6.04(j), 6.05(b), 6.05(d), 6.07 and 6.12(c) or, if not in compliance, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (iii) to the extent not previously disclosed on a Form 10-K or Form 10-Q previously filed with the SEC, stating whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the Effective Date (but only if the Borrower has not previously reported such change to the Administrative Agent and if such change has had a material effect on the financial statements) and, if any such change has occurred, specifying the effect (unless such effect has been previously reported) as determined by the Borrower of such change on the financial statements accompanying such certificate;

(d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower, (1) a Borrowing Base Certificate as at the last day of such accounting period, (2) if during such monthly accounting period the Borrower has declared or made any Restricted Payment pursuant to Section 6.05(d), a certificate of a Financial Officer of the Borrower describing each such Restricted Payment and certifying that the conditions set forth in Section 6.05(d) were satisfied on the date of each such Restricted Payment and (3) the Borrower’s

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calculation of the ratio of the Gross Borrowing Base to the Combined Debt Amount (showing the components of the Gross Borrowing Base and the Combined Debt Amount, respectively);

(e) promptly but no later than five (5) Business Days after any Financial Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date such Person has knowledge of such Borrowing Base Deficiency indicating the amount of such Borrowing Base Deficiency as at the date such Person obtained knowledge of such deficiency and the amount of such Borrowing Base Deficiency as of the date not earlier than one (1) Business Days prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph;

(f) promptly upon receipt thereof, copies of all significant written reports submitted to management or the board of directors of the Borrower by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Significant Subsidiaries delivered by such accountants to the management or board of directors of the Borrower (other than the periodic reports that the Borrower’s independent auditors provide, in the ordinary course, to the audit committee of the Borrower’s board of directors);

(g) promptly after (and only if) the same become publicly available, copies of all periodic and other reports, proxy statements and other materials sent to all stockholders or filed by any of the Obligors with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, as the case may be; and

(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance by the Borrower and the Obligors with the terms of this Agreement and the other Loan Documents, or for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation (to the extent applicable), as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request.

Notwithstanding anything in this Section 5.01 to the contrary, the Borrower shall be deemed to have satisfied the requirements of this Section 5.01 (other than Sections 5.01(c), (d), (e) and (h)) if the reports, documents and other information of the type otherwise so required thereby are publicly available when filed on EDGAR at the www.sec.gov website or any successor service provided by the SEC.

SECTION 5.02. Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following:

(a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder;

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(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and

(d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited under Section 6.03.

SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, pay its obligations, including U.S. federal income Tax and any other material Tax liabilities and material contractual obligations before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary (other than Immaterial Subsidiaries) has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, (a) keep and maintain all property material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, except where failure to keep or maintain would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited under Section 6.03, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, keep books of record and

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account in accordance with GAAP in all material respects. The Borrower will, and will cause each other Obligor to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice to the Borrower, to visit and inspect its properties during normal business hours, to examine and make copies of its books and records (but only to the extent the Borrower is not prohibited from disclosing such information or providing access to such information, and any books, records and documents held by the Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or any contract such Obligor entered into with a third party that is not an Affiliate; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records and during any discussion with its independent accountants or independent auditors; providedfurther that the Borrower shall not be responsible for the costs and expenses of the Administrative Agent and the Lenders for more than one (1) visit and inspection in any calendar year under this Section 5.06 and Section 7.01(b) of the Guarantee and Security Agreement unless an Event of Default shall have occurred and be continuing.

SECTION 5.07. Compliance with Laws; Anti-Corruption; Sanctions. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the Investment Company Act, any applicable rules, regulations or orders issued by the SEC thereunder (in each case, if applicable to such Person) and orders of any other Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions in all material respects.

SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances.

(a) Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this

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Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

(b) Ownership of Subsidiaries. The Borrower will, and will cause each of its Significant Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Significant Subsidiaries is a wholly owned Subsidiary (other than any Subsidiary that is an Excluded Asset); provided that the foregoing shall not prohibit any transaction permitted under Section 6.03 or 6.04, so long as immediately after giving effect to such permitted transaction each of the remaining Significant Subsidiaries is a wholly owned Subsidiary.

(c) Further Assurances. The Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and executing and delivering such assignments, security agreements and other instruments) as shall be reasonably requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement, including:

(i) to create, in favor of the Collateral Agent for the benefit of the Lenders (and any affiliate thereof that is a party to any Hedging Agreement entered into with such Obligor) and the holders of any Shorter Term Secured Indebtedness or Other Secured Indebtedness, perfected security interests and Liens in the Collateral; provided that any such security interest or Lien shall be subject to the relevant requirements of the Security Documents; providedfurther, that in the case of any Collateral consisting of voting stock of any Controlled Foreign Corporation, such security interest shall be limited to 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation,

(ii) subject to Section 4.02(e) hereof and Sections 7.01 and 7.04 of the Guarantee and Security Agreement, to cause any bank or securities intermediary (within the meaning of the Uniform Commercial Code) to enter into such arrangements with the Collateral Agent as shall be appropriate in order that the Collateral Agent has “control” over each deposit account or securities account of the Obligors (other than any Excluded Account), and in that connection, the Borrower agrees to cause all cash and other proceeds of Portfolio Investments received by any Obligor to be promptly deposited into such an account (or otherwise delivered to, or registered in the name of, the Collateral Agent) and, until such deposit, delivery or registration such cash and other proceeds shall be held in trust by the Borrower for the benefit of the Collateral Agent and shall not be commingled with any other funds or property of such Obligor or of any Designated Subsidiary or other Person (including with any money or financial assets of any Obligor in its capacity as “servicer” for any such Designated Subsidiary or any of its other Excluded Assets, or any money or financial assets of any Excluded Asset),

(iii) in the case of any portfolio investment held by an Excluded Asset or an Immaterial Subsidiary, including any cash collection related thereto, ensure that such portfolio investment shall not be held in the account of any Obligor subject to a control agreement among such Obligor, the Collateral Agent and the Custodian delivered in connection with this Agreement or any other Loan Document; provided that, in the case of a participation interest held by any Excluded Asset or an Immaterial Subsidiary (other than a 100% participation interest held for more than ninety (90) days) that was acquired from

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an Obligor, such portfolio investment, including any cash collection related thereto, may be held in any account of any Obligor, so long as, in the case of cash, it is promptly distributed to such Excluded Asset or Immaterial Subsidiary,

(iv) in the case of any Portfolio Investment consisting of a Bank Loan that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents and an Excluded Asset or an Immaterial Subsidiary holds any interest in the loans or other extensions of credit under such loan documents, (x) cause such Excluded Asset or such Immaterial Subsidiary to be party to such underlying loan documents as a “lender” having a direct interest (or a participation interest acquired from any Person (including an Obligor)) in such underlying loan documents and the extensions of credit thereunder and (y) ensure that, subject to Section 5.08(c)(v) below, all amounts owing to such Obligor by the underlying borrower or other obligated party are remitted by such borrower or obligated party (or the applicable administrative agents, collateral agents or equivalent Person) directly to separate accounts of such Obligor and no other amounts owing by such underlying borrower or obligated party are remitted to the accounts of such Obligor,

(v) in the event that any Obligor is acting as an agent or administrative agent (or analogous capacity) under any loan documents with respect to any Bank Loan that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents, ensure that all funds held by such Obligor in such capacity as agent or administrative agent are segregated from all other funds of such Obligor and are clearly identified as being held in an agency capacity and

(vi) if an Event of Default has occurred and is continuing, cause all credit or loan agreements, any notes and all assignment and assumption agreements relating to any Portfolio Investment constituting part of the Collateral to be held by (x) the Collateral Agent or (y) a Custodian pursuant to the terms of the applicable Custodian Agreement, or pursuant to an appropriate intercreditor agreement, so long as such Custodian has agreed to grant access to such loan and other documents to the Administrative Agent pursuant to an access or similar agreement between the Borrower and such Custodian in form and substance reasonably satisfactory to the Administrative Agent; provided that the Borrower’s obligation to deliver underlying documentation may be satisfied by delivery of copies of such agreements.

Notwithstanding anything to the contrary contained herein, (1) nothing contained herein shall prevent an Obligor from having a Participation Interest in a portfolio investment held by an Excluded Asset and (2) if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of such Obligor, then any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by the Custodian for all purposes hereunder; provided that, when such Obligor has actual knowledge of any such destroyed or lost instrument, promissory note, agreement, document or certificate, it shall use commercially reasonable efforts to obtain from the underlying borrower, and deliver to the Custodian, a replacement instrument, promissory note, agreement, document or certificate.

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SECTION 5.09. Use of Proceeds. The Borrower will use the proceeds of the Loans and the issuances of Letters of Credit only for general corporate purposes of the Borrower and its Subsidiaries, including (a) purchasing shares of its common stock in connection with the redemption (or buyback) of its shares, (b) repaying outstanding Indebtedness not prohibited by the Loan Documents, (c) paying fees and expenses paid or payable in connection with this Agreement and the other Loan Documents, (d) making other distributions, contributions and investments and (e) acquiring and funding (either directly or through one (1) or more Subsidiaries) of leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock, Hedging Agreements, Credit Default Swaps and other Portfolio Investments; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any Loan or Letter of Credit will be used in violation of Sanctions or any other applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock in violation of Regulation U. Upon the request of any Lender, the Borrower shall furnish to such Lender a statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. Without limiting the foregoing, no Obligor will directly or indirectly, use the proceeds of the Loans (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.10. Status of RIC and BDC. The Borrower shall at all times, subject to applicable grace periods set forth in the Code, maintain its status as a RIC under the Code, and as a “business development company” under the Investment Company Act.

SECTION 5.11. Investment and Valuation Policies. The Borrower shall promptly advise the Lenders and the Administrative Agent of any material change in either its Investment Policies or Valuation Policy.

SECTION 5.12. Portfolio Valuation and Diversification, Etc.

(a) Industry Classification Groups. For purposes of this Agreement, the Borrower, in its reasonable determination, shall assign each Portfolio Investment included in the Borrowing Base to an Industry Classification Group. To the extent that the Borrower reasonably determines that any Portfolio Investment included in the Borrowing Base is not adequately correlated with the risks of other Portfolio Investments in an Industry Classification Group, such Portfolio Investment may be assigned by the Borrower to an Industry Classification Group that is more closely correlated to such Portfolio Investment. In the absence of adequate correlation, the Borrower shall be permitted, upon notice to the Administrative Agent for distribution to each Lender, to create up to three (3) additional industry classification groups for purposes of this Agreement.

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(b) Portfolio Valuation Etc.

(i) Settlement Date Basis. For purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled), provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.

(ii) Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investments included in the Borrowing Base as follows:

(A) Quoted Investments—External Review. With respect to Portfolio Investments (including Cash Equivalents) for which market quotations are readily available and that are traded in an active and orderly market as determined by the Borrower (“Quoted Investments”), the Borrower shall value such Quoted Investments in accordance with its Valuation Policy and, solely with respect to Portfolio Investments included in the Borrowing Base, not less frequently than once each calendar week, determine the market value of such Quoted Investments which shall, in each case, be determined in accordance with one (1) of the following methodologies (as selected by the Borrower):

(w) in the case of public and 144A securities, the average of the bid prices as determined by at least two (2) Approved Dealers or Approved Pricing Services, in each case, selected by the Borrower,

(x) in the case of bank loans, the bid price as determined by at least one (1) Approved Dealer or Approved Pricing Service selected by the Borrower,

(y) in the case of any Quoted Investment traded on an exchange, the closing price for such Portfolio Investment most recently posted on such exchange, and

(z) in the case of any other Quoted Investment, the fair market value thereof as determined by an Approved Pricing Service selected by the Borrower; and

(B) Unquoted Investments—External Review. With respect to each Portfolio Investment included in the Borrowing Base for which market quotations are not readily available (each, an “Unquoted Investment”), as determined by the Borrower, the Borrower shall, commencing with the fiscal quarter ending March 31, 2023, value such Unquoted Investments quarterly in a manner consistent with its Valuation Policy and, solely with respect to Portfolio Investments in the Borrowing Base (other than any Portfolio Investments that the Administrative Agent has most recently notified the Borrower that it intends to have an Approved Third-Party Appraiser selected by the Administrative Agent value), request an Approved Third-Party Appraiser to assist the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) in determining the fair market value of such Unquoted Investments (1) with respect to Unquoted Investments held for a full calendar year, as at the last day of two non-consecutive fiscal quarters each

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calendar year (or, with respect to the calendar year in which the Effective Date occurs, as at the last day of at least one fiscal quarter in such calendar year) and (2) with respect to Unquoted Investments held for less than one full calendar year but more than one full calendar quarter, as at the last day of at least one fiscal quarter in such calendar year, in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (each, a “Testing Quarter”); provided that:

(x) the Value of any such Unquoted Investment acquired during a Testing Quarter shall be deemed to be equal to the cost of such Unquoted Investment until such time as the fair market value of such Unquoted Investment is determined in accordance with the foregoing provisions of this sub-clause (B) as at the last day of such Testing Quarter;

(y) notwithstanding the foregoing clause (B), the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority) may, without the assistance of an Approved Third-Party Appraiser, determine the Value of an Unquoted Investment so long as the aggregate Value thereof of all such Unquoted Investments so determined in reliance on this clause (y) does not at any time exceed 10% of the aggregate Borrowing Base for any Testing Quarter, except that the Value of any Unquoted Investment that has been determined without the assistance of an Approved Third-Party Appraiser in reliance on this clause (y) as at the last day of any Testing Quarter with respect to such Unquoted Investment shall be deemed to be zero as at the last day of the immediately succeeding Testing Quarter with respect to such Unquoted Investment (but effective upon the date upon which the Borrowing Base Certificate for such last day is required to be delivered hereunder) if an Approved Third-Party Appraiser has not assisted the Advisor (so long as it has the necessary delegated authority) or the board of directors of the Borrower (or the appropriate committee thereof with the necessary delegated authority), as applicable, in determining the fair market value of such Unquoted Investments, as at such date; and

(z) the Value, at the end of any fiscal quarter, of any such Unquoted Investment that was acquired within thirty (30) days of the end of such fiscal quarter (collectively, the “Market Value Investments”) shall be deemed to be equal to the cost of such Portfolio Investment.

(C) Internal Review. The Borrower shall conduct internal reviews of all Portfolio Investments included in the Borrowing Base at least once each calendar week which shall take into account any events of which any responsible officer of the Borrower has knowledge that materially and adversely affect the aggregate value of the Portfolio Investments included in the Borrowing Base (including the existence of any buyout right for any Portfolio Investment at a purchase price that is less than the value of any Portfolio Investment established under Sections 5.12(b)(ii)(A) or (B) above). If the value of any Portfolio Investment as most recently determined by the Borrower pursuant to this Section 5.12(b)(ii)(C) is lower than the value of such Portfolio Investment as most recently

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determined pursuant to Sections 5.12(b)(ii)(A) and (B), such lower value shall be deemed to be the “Value” of such Portfolio Investment for purposes hereof.

(D) Failure to Determine Values. If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements (but subject to the exclusions) of the foregoing subclauses (A) through (C), the “Value” of such Portfolio Investment as at such date shall be deemed to be zero (0) for purposes of the Borrowing Base until such time as the Value of such Portfolio Investment is otherwise determined or reviewed, as applicable, in accordance with this Agreement.

(E) Scheduled Testing of Values.

(1) For the second calendar month immediately following the end of each fiscal quarter (the last such period ended is referred to herein as, the “Testing Period”), commencing with the period ending on May 31, 2023, the Administrative Agent shall have the right to cause an Approved Third-Party Appraiser selected by the Administrative Agent to value such number of Unquoted Investments ((x) included in the Borrowing Base as of the end of such Testing Period or at any time between the end of such Testing Period and the end of the immediately preceding Testing Period, in each case, unless such Portfolio Investment is no longer in the Collateral Pool pursuant to a transaction permitted hereunder and (y) selected by the Administrative Agent) that collectively have an aggregate Value approximately equal to the Calculation Amount. The Administrative Agent agrees to notify the Borrower of the Unquoted Investments selected by the Administrative Agent to be tested in each Testing Period. If there is a difference between the Borrower’s valuation and the Approved Third-Party Appraiser’s valuation of any Unquoted Investment, the Value of such Unquoted Investment for Borrowing Base purposes shall be established as set forth in sub-clause (F) below.

(2) For the avoidance of doubt, the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent would not be as of, or delivered at, the end of any fiscal quarter. Any such valuation would be as of the end of the second month immediately following any fiscal quarter and would be reflected in the Borrowing Base Certificate for such month (provided that such Approved Third-Party Appraiser delivers such valuation at least seven Business Days before the 20th day after the end of the applicable monthly accounting period and, if such valuation is delivered after such time, it shall be included in the Borrowing Base Certificate for the following monthly period and applied to the then applicable balance of the related Portfolio Investment). For illustrative purposes, if the given fiscal quarter is the fourth quarter ending on December 31, 2021, then (A) the Administrative Agent would initiate the testing of Values (using the December 31, 2021 Values for purposes of determining the scope of the testing under clause (E)(x) during the month of February with the anticipation of receiving the valuations from the applicable Approved Third-Party Appraiser(s) on or after February 28, 2022 and (B) (x) if such valuations were received before the seventh Business Day before March 20, 2022, such valuations would be included in the

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March 20, 2022 Borrowing Base Certificate covering the month of February, or (y) if such valuations were received after such time, they would be included in the April 20, 2022 Borrowing Base Certificate for the month of March.

For the avoidance of doubt, all calculations of value pursuant to this Section 5.12(b)(ii)(E) shall be determined without application of the Advance Rates.

(F) Supplemental Testing of Values. Notwithstanding the foregoing, the Administrative Agent shall at any time have the right to request, in its reasonable discretion, any Unquoted Investment included in the Borrowing Base with a value determined pursuant to Section 5.12(b)(ii) (other than, so long as no Event of Default exists, any Portfolio Investment included in the Borrowing Base tested pursuant to Section 5.12(b)(ii)(E) as of the most recent Testing Period) to be independently valued by an Approved Third-Party Appraiser selected by the Administrative Agent. There shall be no limit on the number of such appraisals requested by the Administrative Agent in its reasonable discretion; provided that, (i) any appraisal shall be conducted in a manner that is not disruptive to the Borrower’s business and (ii) the values determined by any appraisal shall be treated as confidential information by the Administrative Agent and the Lenders and shall be deemed to be “Information” hereunder and subject to Section 9.13 hereof. The reasonable and documented out-of-pocket costs of any such valuation shall be at the expense of the Borrower; provided that, so long as no Event of Default has occurred and is continuing, the Borrower’s obligations to reimburse valuation costs incurred by the Administrative Agent pursuant to this Section 5.12(b)(ii)(F) (excluding any valuation costs and expenses incurred by the Administrative Agent as a result of a regulatory directive) shall be limited to an aggregate amount equal to $450,000 (the “IVP Supplemental Cap”) in any twelve month period. The Administrative Agent shall notify the Borrower of its receipt of results from an Approved Third-Party Appraiser of any appraisal and provide a copy of the results and any related reports to the Borrower. If the difference between the Borrower’s valuation pursuant to Section 5.12(b)(ii)(B) and the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent pursuant to Section 5.12(b)(ii)(E) or (F) is (1) less than 5% of the Borrower’s value thereof, then the Borrower’s valuation shall be used, (2) between 5% and 20% of the Borrower’s value thereof, then the valuation of such Portfolio Investment shall be the average of the value determined by the Borrower and the value determined by the Approved Third-Party Appraiser retained by the Administrative Agent and (3) greater than 20% of the Borrower’s value thereof, then the Borrower and the Administrative Agent shall select an additional Approved Third-Party Appraiser and the valuation of such Portfolio Investment shall be the average of the three valuations (with the average of the Administrative Agent’s Approved Third-Party Appraiser’s valuation and the Borrower’s valuation to be used until the third valuation is obtained). For the avoidance of doubt, Portfolio Investments that are part of the Collateral but not included in the Borrowing Base as of the most recent Testing Period shall not be subject to testing under this Section 5.12(b)(ii)(F); provided that this sentence shall not limit the rights of the Administrative Agent set forth in Section 9.03(a)(iii) to be reimbursed for costs and expenses incurred by the Administrative Agent following the occurrence and during the continuance of an Event of Default.

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(iii) Generally Applicable Valuation Provisions.

(A) Each Approved Third-Party Appraiser (whether selected by the Borrower or the Administrative Agent) shall apply a recognized valuation methodology that is commonly accepted in the Borrower’s industry for valuing Portfolio Investments of the type being valued and held by the Obligors. Other procedures relating to the valuation will be reasonably agreed upon by the Administrative Agent and the Borrower.

(B) Notwithstanding anything to the contrary contained herein, from the Effective Date until the date when the first valuation report with respect to the applicable Portfolio Investment is required to be delivered under Section 5.12(b)(ii)(B) or (E), as applicable, the Value of any Portfolio Investment included in the Borrowing Base shall be the Value as delivered to the Collateral Agent on or prior to the Effective Date. For the avoidance of doubt, subject to Section 5.12(b)(ii)(B) the value of any Portfolio Investments determined in accordance with any provision of this Section 5.12 shall be the Value of such Portfolio Investment for purposes of this Agreement until a new Value for such Portfolio Investment is subsequently required to be determined in good faith in accordance with this Section 5.12.

(C) The Administrative Agent and each Lender acknowledges that it may be required to enter into a non-reliance letter, confidentiality agreement or similar agreement requested or required by a proposed appraiser to allow the Administrative Agent or such Lender to review any written valuation report. Notwithstanding anything to the contrary contained herein, there shall be no requirement to disclose any portion of any report submitted by an Approved Third-Party Appraiser without such a non-reliance letter if such non-reliance letter is required by such Approved Third-Party Appraiser as a condition to such disclosure.

(iv) For the avoidance of doubt, any Values determined by the Independent Valuation Provider pursuant to Sections 5.12(b)(ii)(E) and (F) shall only be required to be used for purposes of calculating the Borrowing Base and shall not be required to be utilized for any other purpose, including, without limitation, the delivery of financial statements or valuations required under ASC 820 or the Investment Company Act.

(v) The Administrative Agent shall notify the Borrower of its receipt of the final results of any valuation performed by the Independent Valuation Provider promptly upon its receipt thereof and shall promptly provide a copy of such results and the related report to the Borrower upon the Borrower’s request.

(c) Investment Company Diversification Requirements. The Borrower will, and will cause its Subsidiaries (other than Subsidiaries that are exempt from the Investment Company Act) at all times to comply in all material respects with the portfolio diversification and similar requirements set forth in the Investment Company Act applicable to business development companies. The Borrower will at all times, subject to applicable grace or cure periods set forth in the Code, comply with the portfolio diversification and similar requirements set forth in the Code applicable to RICs, where applicable.

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(d) Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this Section 5.12, provided any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.

SECTION 5.13. Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Portfolio Investment in the Collateral Pool to the extent the Borrower elects to include such Portfolio Investment in the Borrowing Base (the aggregate Value of all such Portfolio Investments in this clause (x), the “Gross Eligible Borrowing Base”; provided that no Portfolio Investment will be deemed included in the Gross Eligible Borrowing Base unless such Portfolio Investment is eligible for a non-zero Advance Rate without regard to the limitations set forth in Sections 5.13(a) through (h)) and (y) the applicable Advance Rate for such Portfolio Investment, provided that:

(a) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a consolidated group of corporations or other entities (collectively, a “Consolidated Group”) in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 50% of the otherwise applicable Advance Rate;

(b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%; (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base shall be 0%; or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base of all issuers in a Consolidated Group in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%;

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(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%, provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 25% figure shall be increased to 30%, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%, provided that, with respect to Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 25%, or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments included in the Gross Eligible Borrowing Base in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Gross Eligible Borrowing Base, shall be 0%;

(d) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments, (ii) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments or (iii) less than 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investments;

(e) if, as of such date, the Relevant Asset Coverage Ratio is (i) less than 2.00:1.00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 30% of the Borrowing Base is attributable to such investments; or (ii) less than 1.75:1.00, the Advance Rate applicable to the portion of the Borrowing Value of Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;

(f) no Participation Interest may be included in the Borrowing Base for more than ninety (90) days;

(g) the Advance Rate applicable to CLO Securities (or other investments that similarly represent an investment in underlying levered portfolios), finance leases and investments in Excluded Assets shall be 0%; and

(h) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (h), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 2.00:1.00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less

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than 60% of the Covered Debt Amount, (ii)(A) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 75% of the Covered Debt Amount or (iii)(A) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 25% of the Covered Debt Amount.

No Portfolio Investment may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein; provided that, notwithstanding the foregoing, in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no other method of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within the longest period of (i) seven (7) days of such inclusion, (ii) as provided for herein or in the Guarantee and Security Agreement and (iii) such longer period as the Collateral Agent may agree in its reasonable discretion. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure to Deliver (as defined in the Guarantee and Security Agreement) any Portfolio Investment or other Collateral shall not be a Default or Event of Default, except for any failure that would constitute an Event of Default under clause (p) of Article VII. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base.

The Borrower shall from time to time deliver a Borrowing Base Certificate to the Administrative Agent and each Lender as provided in Sections 4.01(a)(vii), 4.02(c)(i), 5.01(d), 5.01(e) and 6.05(d).

For the avoidance of doubt, (a) to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions and (b) to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments to be excluded from the Borrowing Base to effect such reduction.

As used herein, the following terms have the following meanings:

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“Advance Rate” means, as to any Portfolio Investment as of any date and subject to adjustment as provided in Sections 5.13(a) through (h), as applicable, and as provided below based on the Relevant Asset Coverage Ratio as of such date, the following percentages with respect to such Portfolio Investment:

	Relevant Asset Coverage Ratio ≥ 2.00:1.00		2.00:1.00 > Relevant Asset Coverage Ratio ≥ 1.75:1.00		1.75:1.00 > Relevant Asset Coverage Ratio ≥ 1.50:1.00
Portfolio Investment (1)	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted
Cash, Cash Equivalents and Short-Term U.S. Government Securities	100%	n.a.	100%	n.a.	100%	n.a.
Long-Term U.S. Government Securities	95%	n.a.	95%	n.a.	95%	n.a.
Performing Cash Pay First Lien Bank Loans	85%	75%	85%	75%	85%	75%
Performing Cash Pay First Lien Unitranche Bank Loans	85%	75%	80%	70%	75%	65%
Performing Cash Pay First Lien Last Out Bank Loans	80%	70%	75%	65%	70%	60%
Performing Cash Pay Second Lien Bank Loans	75%	65%	70%	60%	65%	55%
Performing Cash Pay High Yield Securities	70%	60%	65%	55%	60%	50%
Performing Cash Pay Mezzanine Investments	65%	55%	60%	50%	55%	45%
Performing Non-Cash Pay Bank Loans	65%	55%	60%	50%	55%	45%
Performing Non-Cash Pay High Yield Securities	60%	50%	55%	45%	50%	40%
Performing Non-Cash Pay Mezzanine Investments	55%	45%	50%	40%	45%	35%
Performing Principal Finance Debt Assets	55%	45%	50%	40%	45%	35%
Performing Preferred Equity	55%	45%	50%	40%	45%	35%
Performing Principal Finance Preferred Equity Assets	45%	35%	40%	30%	35%	25%
Performing DIP Loans	40%	35%	35%	30%	30%	25%
Performing Common Equity Assets	30%	20%	25%	20%	20%	20%
Performing Principal Finance Common Equity Assets	30%	20%	25%	20%	20%	20%
Non-Performing First Lien Bank Loans	45%	45%	40%	40%	35%	35%
Non-Performing First Lien Unitranche Loans	45%	45%	40%	40%	35%	35%
Non-Performing First Lien Last Out Loans	40%	40%	35%	35%	30%	30%
Non-Performing Second Lien Bank Loans	40%	30%	35%	25%	30%	20%
Non-Performing High Yield Securities	30%	30%	25%	25%	20%	20%
Non-Performing Mezzanine Investments	30%	25%	25%	20%	20%	20%
Non-Performing Preferred Equity	0%	0%	0%	0%	0%	0%
Non-Performing Common Equity	0%	0%	0%	0%	0%	0%
Non-Performing Principal Finance Assets	0%	0%	0%	0%	0%	0%

(1) For the avoidance of doubt, the above categories are intended to be indicative of the traditional investment types. All determinations of whether a particular Portfolio Investment belongs to one (1) category or another shall be made by the Borrower on a consistent basis with the definitions in Section 5.13.

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“Bank Loans” means debt obligations (including, without limitation, term loans, notes, revolving loans, debtor-in-possession financings, the funded and unfunded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge loans and senior subordinated loans) which are generally documented under a loan or credit facility or pursuant to any loan agreement, note purchase agreement or other similar financing arrangement facility, whether or not syndicated.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq.

“Cash” has the meaning assigned to such term in Section 1.01 of this Agreement.

“Cash Equivalents” has the meaning assigned to such term in Section 1.01 of this Agreement.

“Cash Pay Bank Loans” means First Lien Bank Loans, First Lien Unitranche Bank Loans, First Lien Last Out Bank Loans and Second Lien Bank Loans as to which, at the time of determination, (x) not less than two-third (2/3rds) of the interest (including accretions and “pay-in-kind” interest) for the current period is payable in cash at least semi-annually or (y) (i) if such Bank Loan is a floating rate obligation, cash interest in an amount greater than or equal to 4.5% above the applicable benchmark rate is payable at least semi-annually or (ii) if such Bank Loan is a fixed rate obligation, cash interest in an amount greater than or equal to 8% per annum is payable at least semi-annually.

“Equity Interests” has the meaning assigned to such term in Section 1.01 of this Agreement.

“First Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest (subject to any Permitted Prior Working Capital Lien, Liens for “ABL” revolvers and other customary encumbrances) on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof, provided that (x) any First Lien Bank Loan that is also a First Lien Unitranche Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Unitranche Bank Loan and (y) any First Lien Bank Loan that is also a First Lien Last Out Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Last Out Bank Loan. For the avoidance of doubt, to the extent that, and only for so long as, any Permitted Prior Working Capital Lien exceeds the amount permitted under clause (iii) of the definition thereof, an Obligor’s investment in such applicable Bank Loan shall be treated as a Second Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement.

“First Lien Last Out Bank Loan” means a First Lien Bank Loan, a portion of which is, in effect, subject to debt subordination following an event of default and superpriority rights of other lenders (such portion, a “last out” portion); provided, that the aggregate principal amount of the “last out” portion of such Bank Loan is at least 50% of the aggregate principal amount of any “first out” portion of such Bank Loan; provided, further that the underlying obligor with respect to such Bank Loan shall have a ratio of first lien debt (including the “first out” portion of such Bank Loan, but excluding the “last out” portion of such Bank Loan, and, solely to the extent such amounts are netted from debt in the debt to EBITDA calculation in the underlying documentation for such First

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Lien Bank Loan, net of any cash and cash equivalents) to EBITDA that does not exceed 3.25:1.00 and a ratio of aggregate first lien debt (including both the “first out” portion and the “last out” portion of such Bank Loan, and, solely to the extent such amounts are netted from debt in the debt to EBITDA calculation in the underlying documentation for such First Lien Bank Loan, net of any cash and cash equivalents) to EBITDA that does not exceed 5.25:1.00. An Obligor’s investment in the “last out” portion of a First Lien Last Out Bank Loan shall be treated as a First Lien Last Out Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement. For the avoidance of doubt, an Obligor’s investment in the portion of such Bank Loan that is not the last out portion (the “first out” portion) shall be treated as a First Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement and whether such Portfolio Investment constitutes a “Senior Investment” under this Agreement, and an Obligor’s investment in any “last out” portion of a First Lien Bank Loan that does not meet the foregoing criteria shall be treated as a Second Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement and whether such Portfolio Investment constitutes a “Senior Investment” under this Agreement.

“First Lien Unitranche Bank Loan” means a First Lien Bank Loan with a ratio of first lien debt (net of any cash and cash equivalents solely to the extent such amounts are netted from debt in the debt to EBITDA calculation in the underlying documentation for such First Lien Bank Loan) to EBITDA that exceeds 5.25:1.00, and where the underlying borrower does not also have a Second Lien Bank Loan outstanding.

“High Yield Securities” means debt Securities and Preferred Equity, in each case, (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) or other exemption to the Securities Act and (c) that are not Cash Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or Bank Loans.

“Junior Investments” means any Performing Cash Pay High Yield Securities and Performing Cash Pay Mezzanine Investments.

“Long-Term U.S. Government Securities” means U.S. Government Securities maturing more than one (1) month from the applicable date of determination.

“Mezzanine Investments” means (i) debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) and Preferred Equity, in each case, that are (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) or other exemption to the Securities Act, (d) not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer and (ii) a Bank Loan that is not a First Lien Bank Loan, First Lien Last Out Bank Loan, First Lien Unitranche Bank Loan, Second Lien Bank Loan or a High Yield Security.

“Non-Core Investments” means, collectively, (a) Performing Common Equity, (b) Performing Preferred Equity, (c) Non-Performing Bank Loans, (d) Non-Performing High Yield Securities, (e) Non-Performing Mezzanine Investments, (f) Performing Non-Cash Pay Bank

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Loans, (g) Performing Non-Cash Pay High Yield Securities, (h) Performing Non-Cash Pay Mezzanine Investments, (i) Performing Principal Finance Assets and (j) Performing DIP Loans.

“Non-Performing Bank Loans” means, collectively, Non-Performing First Lien Bank Loans, Non-Performing First Lien Last Out Bank Loans, Non-Performing First Lien Unitranche Bank Loans and Non-Performing Second Lien Bank Loans.

“Non-Performing Common Equity” means Equity Interests (other than Preferred Equity) and warrants of an issuer having any debt outstanding that is non-Performing.

“Non-Performing First Lien Bank Loans” means First Lien Bank Loans other than Performing Cash Pay First Lien Bank Loans and Performing Non-Cash Pay First Lien Bank Loans.

“Non-Performing First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans other than Performing Cash Pay First Lien Last Out Bank Loans and Performing Non-Cash Pay First Lien Last Out Bank Loans.

“Non-Performing First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans other than Performing Cash Pay First Lien Unitranche Bank Loans and Performing Non-Cash Pay First Lien Unitranche Bank Loans.

“Non-Performing High Yield Securities” means High Yield Securities other than Performing Cash Pay High Yield Securities and Performing Non-Cash Pay High Yield Securities.

“Non-Performing Mezzanine Investments” means Mezzanine Investments other than Performing Cash Pay Mezzanine Investments and Performing Non-Cash Pay Mezzanine Investments.

“Non-Performing Preferred Equity” means Preferred Equity other than Performing Preferred Equity.

“Non-Performing Principal Finance Assets” means Principal Finance Assets other than Performing Principal Finance Assets.

“Non-Performing Second Lien Bank Loans” means Second Lien Bank Loans other than Performing Cash Pay Second Lien Bank Loans and Performing Non-Cash Pay Second Lien Bank Loans.

“Performing” means (a) with respect to any Portfolio Investment that is debt, the issuer of such Portfolio Investment is not then in default of any payment obligations outstanding with respect to accrued and unpaid interest or principal in respect thereof, after the expiration of any applicable grace or cure period, (b) with respect to any Portfolio Investment that is Preferred Equity, the issuer of such Portfolio Investment has not failed to meet any scheduled redemption obligations or to pay its latest declared cash dividend, after the expiration of any applicable grace or cure period, and (c) with respect to any Portfolio Investment that is a Principal Finance Asset, (x) each tranche of such Portfolio Investment or other investment that, in each case, is senior to such Portfolio Investment, in the issuer of such Portfolio Investment satisfies (to the extent applicable) the requirements of the immediately preceding clauses (a) and (b), and (y) to the extent

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applicable, the holders of such Portfolio Investment have received in cash all expected distributions of interest and other payments thereon and cash flows in respect thereof are not currently subject to any deferral or diversion for the benefit of the holders of any tranche or other investments that rank senior to such Portfolio Investment pursuant to any waterfall or similar structure.

“Performing Cash Pay First Lien Bank Loans” means First Lien Bank Loans (which are not Performing DIP Loans) which are (a) Performing and (b) Cash Pay Bank Loans.

“Performing Cash Pay First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are (a) Performing and (b) Cash Pay Bank Loans.

“Performing Cash Pay First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans which are (a) Performing and (b) Cash Pay Bank Loans.

“Performing Cash Pay High Yield Securities” means High Yield Securities (a) as to which, at the time of determination, (x) not less than two-thirds (2/3rds) of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash or (y) (i) if such High Yield Security is a floating rate obligation, cash interest in an amount greater than or equal to 4.5% above the applicable benchmark rate is payable at least semi-annually or (ii) if such High Yield Security is a fixed rate obligation, cash interest in an amount greater than or equal to 8% per annum is payable at least semi-annually, and (b) which are Performing.

“Performing Cash Pay Mezzanine Investments” means Mezzanine Investments (a) as to which, at the time of determination, (x) not less than two-thirds (2/3rds) of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, or (y) (i) if such Mezzanine Investment is a floating rate obligation, cash interest in an amount greater than or equal to 4.5% above the applicable benchmark rate is payable at least semi-annually or (ii) if such Mezzanine Investment is a fixed rate obligation, cash interest in an amount greater than or equal to 8% per annum is payable at least semi-annually, and (b) which are Performing.

“Performing Cash Pay Second Lien Bank Loans” means Second Lien Bank Loans (which are not Performing DIP Loans) which are (a) Performing and (b) Cash Pay Bank Loans.

“Performing Common Equity” means Equity Interests (other than Preferred Equity) and warrants of an issuer all of whose outstanding debt is Performing.

“Performing DIP Loans” means a loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code that is Performing.

“Performing Non-Cash Pay Bank Loans” means First Lien Bank Loans, First Lien Unitranche Bank Loans, First Lien Last Out Bank Loans and Second Lien Bank Loans that are (a) Performing and (b) not Cash Pay Bank Loans.

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“Performing Non-Cash Pay First Lien Bank Loans” means First Lien Bank Loans (which are not Performing DIP Loans) which are (a) Performing and (b) not Cash Pay Bank Loans.

“Performing Non-Cash Pay First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are (a) Performing and (b) not Cash Pay Bank Loans.

“Performing Non-Cash Pay First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans which are (a) Performing and (b) not Cash Pay Bank Loans.

“Performing Non-Cash Pay High Yield Securities” means High Yield Securities other than Performing Cash Pay High Yield Securities that are Performing.

“Performing Non-Cash Pay Mezzanine Investments” means Mezzanine Investments other than Performing Cash Pay Mezzanine Investments that are Performing.

“Performing Non-Cash Pay Second Lien Bank Loans” means Second Lien Bank Loans
(which are not Performing DIP Loans) which are (a) Performing and (b) not Cash Pay Bank Loans.

“Performing Preferred Equity” means Preferred Equity that is Performing.

“Performing Principal Finance Assets” means Principal Finance Assets which are Performing.

“Performing Principal Finance Common Equity Assets” means Performing Principal Finance Assets which are Equity Interests (other than Preferred Equity).

“Performing Principal Finance Debt Assets” means Performing Principal Finance Assets which are debt Portfolio Investments.

“Performing Principal Finance Preferred Equity Assets” means Performing Principal Finance Assets which are Preferred Equity.

“Permitted Prior Working Capital Lien” means, with respect to any borrower under a Bank Loan, a security interest to secure a senior facility for such borrower and/or any of its parents and/or subsidiaries; provided that (i) such Bank Loan has a second priority lien on the collateral that is subject to the first priority lien of such senior facility (or a pari passu lien on such collateral), (ii) such senior facility is not secured by any other assets (other than a pari passu lien or a second priority lien, subject to the pari passu or first priority lien of the Bank Loan) and does not benefit from any standstill rights or other agreements (other than customary rights) with respect to any other assets and (iii) the maximum outstanding principal amount of such senior facility is not greater than 15% of the aggregate enterprise value of such borrower (as determined at the time of closing of the transaction, and thereafter an enterprise value for such borrower determined in a manner consistent with the valuation methodology applied in the valuation for such borrower as determined by the Advisor (so long as it has the necessary delegated authority) or the Borrower’s board of directors (or the appropriate committee thereof with the necessary delegated authority) in a commercially reasonable manner, including the use of an Approved Third-Party Appraiser in the case of Unquoted Investments).

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“Preferred Equity” as applied to the Equity Interests of any Person, means Equity Interests of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Equity Interests of such Person, and shall include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Equity Interests.

“Principal Finance Asset” means any Portfolio Investment, the repayment of which is primarily dependent upon cash flows generated from the creation, or the liquidation, of an underlying asset or pool of assets or other investments and which are not investments in CLO Securities; provided that, notwithstanding anything to the contrary in this Agreement, traditional asset-based or cash flow loans made directly or indirectly to an operating company, including, without limitation, loans with a borrowing base consisting of receivables and/or inventory, shall not be deemed to be Principal Finance Assets. Notwithstanding anything to the contrary in this Agreement, a Principal Finance Asset shall not be treated as a Bank Loan, Mezzanine Investment, High Yield Security, Performing DIP Loan, Performing Preferred Equity or Performing Common Equity for any purpose under this Agreement.

“Second Lien Bank Loan” means a Bank Loan (other than a First Lien Bank Loan) that is entitled to the benefit of a first and/or second lien and first and/or second priority perfected security interest (subject to customary encumbrances) on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof.

“Securities” means common and preferred stock, units and participations, member interests in limited liability companies, partnership interests in partnerships, notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, including debt instruments of public and private issuers and tax-exempt securities (including warrants, rights, put and call options and other options relating thereto, representing rights, or any combination thereof) and other property or interests commonly regarded as securities or any form of interest or participation therein, but not including Bank Loans.

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

“Senior Debt Amount” means, as of any date, the greater of (i) the Covered Debt Amount and (ii) the Combined Debt Amount.

“Senior Investments” means Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities, Performing Cash Pay First Lien Bank Loans, Performing Cash Pay First Lien Unitranche Bank Loans and Performing Cash Pay First Lien Last Out Bank Loans.

“Short-Term U.S. Government Securities” means U.S. Government Securities maturing within one (1) month of the applicable date of determination.

“U.S. Government Securities” has the meaning assigned to such term in Section 1.01 of this Agreement.

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“Value” means, with respect to any Portfolio Investment, the most recent value as determined pursuant to Section 5.12.

Article VI
Negative Covenants

Until the Facility Termination Date, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness. The Borrower will not, nor will it permit any other Obligor to, create, incur, assume or permit to exist any Indebtedness (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place only at the time such facility is entered into or the aggregate commitments thereunder are increased or extended and, solely for purposes of satisfying the incurrence tests in this Section 6.01, shall be deemed to be fully drawn with respect to any commitments that have not expired or been terminated and are, subject to the satisfaction of customary credit event conditions, available to be drawn; provided that such commitments shall in no event include (i) any delayed draw portion that has not yet been funded (which delayed draw portion shall be “incurred” when funded) or (ii) any accordion capacity that has not yet been exercised), except:

(a) Indebtedness created hereunder or under any other Loan Document;

(b) Permitted Indebtedness and Special Longer Term Unsecured Indebtedness in an aggregate principal amount that, in each case, taken together with Indebtedness permitted under clauses (a), (e)(ii), (i), (m) and (n) of this Section 6.01, immediately after giving effect to its incurrence and any Concurrent Transaction, (1) does not exceed the amount required to comply with the provisions of Section 6.07(b), (2) no Borrowing Base Deficiency is continuing or would result therefrom and (3) so long as no Specified Default or Event of Default shall have occurred and be continuing immediately after giving effect to the incurrence of such Permitted Indebtedness or Special Longer Term Unsecured Indebtedness, as applicable; provided that, for the avoidance of doubt, for purposes of compliance with clause (2) hereof, Special Longer Term Unsecured Indebtedness and Excess Special Longer Term Unsecured Indebtedness shall only be included in the calculation of the Covered Debt Amount to the extent required under the definition of “Covered Debt Amount”;

(c) Other Permitted Indebtedness;

(d) (i) Indebtedness of the Borrower to or from any other Obligor, (ii) Indebtedness of an Obligor to or from another Obligor, (iii) if such Indebtedness is subject to subordination terms and conditions that are satisfactory to the Administrative Agent, Indebtedness of any Obligor owing to any other Subsidiary of the Borrower or (iv) Indebtedness of the Borrower or any other Obligor to a Designated Subsidiary or a Permitted CLO Issuer to the extent a court determines a transfer of assets (including participations) from such Obligor to such Designated Subsidiary or Permitted CLO Issuer did not constitute a true sale, provided, that with respect to this clause (iv), the holders of such Indebtedness have recourse only to the assets purported to be transferred (or in the case of participations, the portfolio investments that such participation interest relates to) to

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such Designated Subsidiary or Permitted CLO Issuer and to no other assets of the Obligors in connection with such Indebtedness;

(e) (i) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities and (ii) Contingent Secured Indebtedness in an aggregate principal amount not exceeding $100,000,000 at any one time outstanding so long as, in the case of this clause (ii), immediately after giving effect to the incurrence of such Contingent Secured Indebtedness and any Concurrent Transaction, (w) no Specified Default or Event of Default shall have occurred and be continuing, (x) the Borrower is in pro forma compliance with Section 6.07(b), (y) the Covered Debt Amount does not exceed the Borrowing Base and (z) no Contingent Borrowing Base Deficiency shall have occurred and be continuing;

(f) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business;

(g) Guarantees of Indebtedness otherwise permitted hereunder;

(h) obligations (including Guarantees) in respect of Standard Securitization Undertakings;

(i) Shorter Term Unsecured Indebtedness in an aggregate principal amount (determined at the time of the incurrence of such Indebtedness) not to exceed $250,000,000 in any annual period, that, in each case, taken together with Indebtedness permitted under clauses (a), (b), (e)(ii), (m) and (n) of this Section 6.01, immediately after giving effect to its incurrence and any Concurrent Transaction, (1) does not exceed the amount required to comply with the provisions of Section 6.07(b), (2) no Borrowing Base Deficiency is continuing or would result therefrom and (3) so long as no Specified Default or Event of Default shall have occurred and be continuing immediately after giving effect to the incurrence of such Shorter Term Unsecured Indebtedness and any Concurrent Transaction;

(j) obligations of any Obligor under a Permitted SBIC Guarantee, any SBIC Equity Commitment and analogous commitments by such Obligor with respect to any of its SBIC Subsidiaries;

(k) obligations arising with respect to Hedging Agreements and Credit Default Swaps entered into pursuant to Section 6.04(c) or (i);

(l) Indebtedness under any Capital Call Facility the aggregate principal amount of which does not exceed, at the time incurred, the Borrower’s aggregate Unused Capital Commitments (or similar defined term used for the purposes contemplated herein, in each case, as defined in each of Borrower’s subscription agreements, as amended, restated, amended and restated, supplemented, renewed or otherwise modified from time to time) of its investors;

(m) Shorter Term Secured Indebtedness and any other Indebtedness (which may include, for the avoidance of doubt, unsecured Guarantees by an Obligor of the Indebtedness of an issuer or obligor under any Portfolio Investment held by any Obligor, so long as such Guarantees are extended by such Obligor in accordance with the Investment Policies) so long as, immediately after giving effect to its incurrence and any Concurrent Transaction, (i) the aggregate principal

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amount of such Indebtedness does not exceed the greater of (x) $20,000,000 and (y) 5% of Shareholders’ Equity at the time of incurrence and, taken together with Indebtedness permitted under clauses (a), (b), (e)(ii), (i) and (n) of this Section 6.01, does not exceed the amount required to comply with the provisions of Section 6.07(b), (ii) no Borrowing Base Deficiency is continuing or would result therefrom, (iii) no Specified Default or Event of Default shall have occurred and be continuing immediately after giving effect to the incurrence of such Shorter Term Secured Indebtedness and any Concurrent Transaction and (iv) solely to the extent that such Indebtedness constitutes Contingent Secured Indebtedness, no Contingent Borrowing Base Deficiency shall have occurred and be continuing; and

(n) other Indebtedness (which may include, for the avoidance of doubt, unsecured Guarantees by an Obligor of the Indebtedness of an issuer or obligor under any Portfolio Investment held by any Obligor, so long as such Guarantees are extended by such Obligor in accordance with the Investment Policies) at any time in an aggregate principal amount outstanding not to exceed $20,000,000; so long as, immediately after giving effect to its incurrence and any Concurrent Transaction, (i) the aggregate principal amount of such Indebtedness, taken together with Indebtedness permitted under clauses (a), (b), (e)(ii), (i) and (m) of this Section 6.01, does not exceed the amount required to comply with the provisions of Section 6.07(b) and (ii) no Borrowing Base Deficiency is continuing or would result therefrom, and (iii) solely to the extent that such Indebtedness constitutes Contingent Secured Indebtedness, no Contingent Borrowing Base Deficiency shall have occurred and be continuing.

SECTION 6.02. Liens. The Borrower will not, nor will it permit any other Obligor to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (which, for the avoidance of doubt, shall not include participations in Investments to the extent that the portion of such Investment represented by such participation is not treated as a Portfolio Investment), except:

(a) any Lien on any property or asset of the Borrower or another Obligor existing on the Effective Date and set forth in Part B of Schedule II, provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any Subsidiary Guarantors (other than proceeds thereof or accessions thereto) and (ii) any such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, except to the extent not prohibited hereunder;

(b) Liens created pursuant to the Security Documents;

(c) Liens on Special Equity Interests included in the Portfolio Investments but only to the extent securing obligations in the manner provided in the definition of “Special Equity Interests” in Section 1.01;

(d) Liens securing Indebtedness or other obligations, that, together with all then outstanding Indebtedness and other obligations secured by Liens incurred pursuant to (i) Section 6.01(m), does not exceed the greater of (x) $20,000,000 and (y) 5% of Shareholders’ Equity or (ii) Section 6.01(n), does not exceed $20,000,000, in each case, at the time of the granting of such Lien (which may cover Portfolio Investments, but only to the extent released from, or otherwise

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not covered by, the Lien in favor of the Collateral Agent in accordance with the requirements of Section 9.02(c) hereof and/or Section 10.03 of the Guarantee and Security Agreement, or, if designated by the Borrower as “Designated Indebtedness” under the Guarantee and Security Agreement, may be secured on a pari passu basis by the Lien of the Security Documents), so long as immediately after giving effect to its granting and any Concurrent Transactions, (i) the aggregate amount of Indebtedness of the Borrower does not exceed the amount required to comply with the provisions of Section 6.07(b) and (ii) the Covered Debt Amount does not exceed the Borrowing Base;

(e) Liens on an Obligor’s direct ownership interests in Excluded Assets (“Excluded Asset Liens”) but only to the extent that at the time any such Lien is incurred, no more than 25% of the Value of all Obligors’ direct ownership interests in all Excluded Assets (calculated as of the most recently delivered financial statements) have become subject to an Excluded Asset Lien or have been transferred pursuant to Section 6.03(e);

(f) Permitted Liens;

(g) Liens on the direct ownership interest of any Obligor in an Excluded Asset to secure obligations owed to a creditor of such Excluded Asset;

(h) (i) Liens on assets not constituting Collateral securing Indebtedness permitted under Sections 6.01(e)(i) and (f) and (ii) Liens on Investments subject to a repurchase obligation permitted under Section 6.01(e)(ii), 6.01(m), 6.01(n) or otherwise solely to the extent such Lien only covers such Investments;

(i) Liens created by posting of cash collateral in connection with (i) Hedging Agreements and Credit Default Swaps permitted under Section 6.04(c) and (ii) Credit Default Swaps permitted under Section 6.04(i) so long as, in the case of this clause (i)(ii), the Covered Debt Amount does not exceed the Borrowing Base immediately prior to the granting of such Lien and either (A) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to the granting of any such Lien under this clause (i)(ii) is not diminished as a result of the granting of such Lien or (B) the Adjusted Gross Borrowing Base immediately after giving effect to the granting of any such Lien under this clause (ii) is at least 110% of the Covered Debt Amount;

(j) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or another Obligor (other than any Portfolio Investment); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets (other than proceeds thereof or accessions thereto) of the Borrower or such Obligor; and

(k) Liens on the capital commitments of the equity holders of the Borrower and assets related thereto in connection with any Indebtedness permitted under Section 6.01(l) (including any account pledged to the agent or lenders in respect to such Indebtedness but excluding any Portfolio Investments, any proceeds of any Portfolio Investments and any cash or other property that has been credited to a deposit account or securities account listed on Annex 4 of the Guarantee and Security Agreement (as such schedule may be amended, modified or otherwise supplemented from time to time pursuant to, and in accordance with, the Guarantee and Security Agreement).

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SECTION 6.03. Fundamental Changes and Dispositions of Assets. The Borrower will not, nor will it permit any other Obligor to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any other Obligor to, acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any other Obligor to, convey, sell, lease, transfer or otherwise dispose of, in one (1) transaction or a series of transactions, any part of its assets, whether now owned or hereafter acquired, but excluding (w) any transaction permitted under Section 6.05 or 6.12, (x) assets sold or disposed of in the ordinary course of business (including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and the use of Cash and Cash Equivalents in the ordinary course of business) (other than the transfer of Portfolio Investments to Excluded Assets), (y) subject to the provisions of clause (d) below, the transfer or sale of Portfolio Investments to Excluded Assets or Immaterial Subsidiaries and (z) subject to the provisions of clauses (c) and (e) below, any Obligor’s ownership interest in any Excluded Asset or any Immaterial Subsidiary.

Notwithstanding the foregoing provisions of this Section 6.03:

(a) any Subsidiary Guarantor of the Borrower may be merged or consolidated with or into the Borrower or any other Subsidiary Guarantor; provided that if any such transaction shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing or surviving corporation or such other Person that is the continuing or surviving entity in such transaction becomes a Subsidiary Guarantor and expressly assumes, in writing, all the obligations of a Subsidiary Guarantor under the Loan Documents;

(b) any Obligor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower;

(c) the capital stock of any Subsidiary of any Obligor may be sold, transferred or otherwise disposed of (including by way of consolidation or merger) (i) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower or (ii) so long as such transaction results in an Obligor receiving the proceeds of such disposition, to any other Person (excluding any Affiliate of the Borrower that is not an Obligor at any time a Specified Default or Event of Default has occurred and is continuing); provided that in the case of this clause (ii), if such Subsidiary is a Subsidiary Guarantor or holds any Portfolio Investments, immediately after giving effect to such sale, transfer or disposition and any Concurrent Transactions, the Borrower is in pro forma compliance with Section 6.07(b), the Covered Debt Amount does not exceed the Borrowing Base and either (x) the amount of any excess availability under the Borrowing Base immediately prior to such disposition is not diminished as a result of such disposition or (y) the Adjusted Gross Borrowing Base immediately after giving effect to such disposition is at least 110% of the Covered Debt Amount; provided that sales of the ownership or economic interests in any Excluded Asset to a Subsidiary that is not an Obligor shall be subject to clause (e) below;

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(d) the Obligors may (i) sell, transfer or otherwise dispose of Cash, Cash Equivalents and Portfolio Investments (other than the ownership or economic interests in any Excluded Asset, which shall be subject to clause (e) below) to an Excluded Asset or Immaterial Subsidiary or (ii) repurchase from any Excluded Asset (or a Subsidiary that was an Excluded Asset immediately prior to such disposition) any assets transferred or contributed, directly or indirectly, to such Excluded Asset (or a Subsidiary that was an Excluded Asset immediately prior to such disposition) pursuant to this Section 6.03, so long as, in each case of clause (i) or clause (ii), immediately after giving effect to such sale, transfer or disposition or such repurchase and any Concurrent Transactions, (x) the Covered Debt Amount does not exceed the Borrowing Base and (y) either (1) the amount of any excess availability under the Borrowing Base immediately prior to such sale, transfer or disposition is not diminished as a result of such sale, transfer, or disposition or (2) the Adjusted Gross Borrowing Base is at least 110% of the Covered Debt Amount; provided that, for the purposes of this clause (y) and in connection with the organization of any CLO Security, the Borrowing Base, the Adjusted Gross Borrowing Base and the Covered Debt Amount, as applicable, shall be tested as of the pricing date for such CLO Security;

(e) the Obligors may sell, transfer or otherwise dispose of direct ownership interests in any Excluded Asset to any Subsidiary that is not an Obligor, if immediately after giving effect to such sale, transfer or other disposition and any Concurrent Transactions, no more than 25% of the Value of all Obligors’ direct ownership interests in all Excluded Assets (calculated as of the date of the most recently delivered financial statements on or prior to the date of such sale, transfer or other disposition) are subject to Excluded Asset Liens or have been sold, transferred or otherwise disposed of to a Subsidiary that is not an Obligor pursuant to this clause (e); provided that, notwithstanding that a transfer may violate such 25% limitation, such transfer shall nevertheless be permitted if it is required by law, rule, regulation or interpretive position of the SEC;

(f) the Borrower may merge or consolidate with, or acquire all or substantially all of the assets of, any other Person so long as (i) the Borrower is the continuing or surviving entity in such transaction and (ii)(x) with respect to any Specified Purchase, as of the date of entering into the applicable agreement governing such merger, consolidation or acquisition or (y) with respect to any other merger, consolidation or acquisition at the time thereof, and, in each case, after giving pro forma effect thereto and any Concurrent Transaction, no Default or Event of Default shall have occurred and be continuing;

(g) the Borrower or the other Obligors may dissolve or liquidate (i) any Immaterial Subsidiary or (ii) any other Subsidiary so long as, with respect to this clause (ii), (A) in connection with such dissolution or liquidation, any and all of the assets of such Subsidiary shall be distributed or otherwise transferred to an Obligor (or, if such Subsidiary is an Excluded Asset, to another Excluded Asset) and (B) such dissolution or liquidation is not materially adverse to the Lenders and the Borrower determines in good faith that such dissolution or liquidation is in its best interests;

(h) the Borrower and the other Obligors may sell, lease, transfer or otherwise dispose of equipment or other property or assets that do not consist of Portfolio Investments so long as the aggregate amount of all such sales, leases, transfer and dispositions does not exceed $10,000,000 in any fiscal year; and

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(i) the Obligors may transfer assets that such Obligor would otherwise be permitted to own to an Excluded Asset for the sole purpose of facilitating the transfer of assets from one (1) Excluded Asset (or a Subsidiary that was an Excluded Asset immediately prior to such disposition) to another Excluded Asset, directly or indirectly through such Obligor (such assets, the “Transferred Assets”); provided that (i) no Event of Default exists and is continuing at such time or would result from any such transfer to or by such Obligor, (ii) immediately after giving effect to such transfer and any Concurrent Transaction, the Covered Debt Amount shall not exceed the Borrowing Base at such time, (iii) the Transferred Assets are transferred to such Obligor by the transferor Excluded Asset on the same Business Day that such assets are transferred by such Obligor to the transferee Excluded Asset, and (iv) following such transfer such Obligor has no liability, actual or contingent, with respect to the Transferred Assets other than Standard Securitization Undertakings (for the avoidance of doubt, in determining for the purposes of this Agreement whether any Obligor has received Net Cash Proceeds in respect of any transaction involving a Transferred Asset, the transfer of such Transferred Asset to and from such Obligor shall be deemed to be a single transaction);

provided that in no event shall the Borrower enter into any transaction of merger or consolidation or amalgamation, or effect any internal reorganization, if the surviving entity would be organized under any jurisdiction other than a jurisdiction of the United States.

SECTION 6.04. Investments. The Borrower will not, nor will it permit any other Obligor to, acquire, make or enter into, or hold, any Investments except:

(a) (i) Cash and Cash Equivalents, (ii) operating deposit accounts and securities accounts with banks, (iii) in the form of Guarantees permitted under Section 6.01 and (iv) mergers, consolidations or other acquisitions permitted under Section 6.03;

(b) Investments by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors;

(c) Hedging Agreements and Credit Default Swaps entered into in the ordinary course of any Obligor’s business for financial planning and not for speculative purposes;

(d) Portfolio Investments (other than Credit Default Swaps) by the Borrower and its Subsidiaries (including investments in Excluded Assets) to the extent such Portfolio Investments are permitted under the Investment Company Act (if applicable) and in compliance in all material respects with the Borrower’s Investment Policies, in each case, as in effect as of the date such Portfolio Investments are acquired; provided that, if such Portfolio Investment is not included in the Collateral Pool (other than Portfolio Investments or Excluded Assets (but excluding Cash or Cash Equivalents) exchanged for Portfolio Investments made or received in connection with or as a result of a workout or restructuring), immediately after giving effect to such Investment and any Concurrent Transaction, then (i) the Covered Debt Amount does not exceed the Borrowing Base and (ii) either (x) the amount of any excess availability under the Borrowing Base immediately prior to such Portfolio Investment is not diminished as a result of such Portfolio Investment or (y) the Adjusted Gross Borrowing Base immediately after giving effect to such Portfolio Investment is at least 110% of the Covered Debt Amount; providedfurther that, in connection with a Specified Purchase, with respect to Portfolio Investments for which the Borrower and/or any of its

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Subsidiaries has entered into a binding commitment or is otherwise required in connection with such Specified Purchase to acquire, make or enter into, or hold, such Investment, this clause (d) shall be tested on a pro forma basis as of the date of entry into the definitive agreement for such commitment;

(e) Investments in (or capital contribution to) Excluded Assets to the extent permitted by Section 6.03(d) or (i);

(f) Investments described on Schedule IV hereto;

(g) Investments in Controlled Foreign Corporations; provided that, if cash or other assets are being contributed or invested in any such Controlled Foreign Corporation, and such Investment is not included in the Collateral Pool, immediately after giving effect to such Investment and any Concurrent Transaction, then (i) the Covered Debt Amount does not exceed the Borrowing Base and (ii) either (x) the amount of any excess availability under the Borrowing Base immediately prior to such Investment is not diminished as a result of such Investment or (y) the Adjusted Gross Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount;

(h) Investments in Immaterial Subsidiaries; provided that, if cash or other assets are being contributed or invested in any such Immaterial Subsidiary, and such Investment is not included in the Collateral Pool, immediately after giving effect to such Investment and any Concurrent Transaction, then (i) the Covered Debt Amount does not exceed the Borrowing Base and (ii) either (x) the amount of any excess availability under the Borrowing Base immediately prior to such Investment is not diminished as a result of such Investment or (y) the Adjusted Gross Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount;

(i) Investments constituting Credit Default Swaps with an aggregate notional amount not to exceed 3% of the Borrower’s total assets; and

(j) additional Investments up to but not exceeding $10,000,000 in the aggregate at any time outstanding.

For purposes of clauses (e), (g) and (h) of this Section 6.04, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (calculated at the time such Investment is made) minus (B) the aggregate amount of the return of capital and dividends, distributions or other payments received in cash in respect of such Investment and the values of other Investments received in respect of such Investment, provided that in no event shall the aggregate amount of such Investment be deemed to be less than zero (0); the amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased by any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out.

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SECTION 6.05. Restricted Payments. The Borrower will not, nor will it permit any other Obligor to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that the Borrower may declare and pay:

(a) dividends with respect to the capital stock of the Borrower to the extent payable in additional shares of the Borrower’s common stock;

(b) dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in or with respect to any taxable year (or any calendar year, as relevant) of the Borrower in amounts not to exceed 110% of the higher of (x) the net investment income of the Borrower for the applicable year determined in accordance with GAAP and as specified in the annual financial statements most recently delivered pursuant to Section 5.01(a) and (y) the amount that is estimated in good faith by the Borrower to allow the Borrower (i) to satisfy the minimum distribution requirements imposed by Section 852(a) of the Code (or any successor thereto) to maintain the Borrower’s eligibility to be taxed as a RIC for any such taxable year, (ii) to reduce to zero (0) for any such taxable year its liability for federal income taxes imposed on (A) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), and (B) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) to reduce to zero (0) its liability for federal excise taxes for any calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto);

(c) any settlement in respect of a conversion feature in any convertible security that may be issued by the Borrower to the extent made through the delivery of common stock (except in the case of interest (which may be payable in cash)); and

(d) other Restricted Payments so long as (i) immediately after giving effect thereto and any Concurrent Transaction, the Covered Debt Amount does not exceed either (A) 90% of the Adjusted Gross Borrowing Base or (B) the Borrowing Base and (ii) immediately after giving effect thereto and any Concurrent Transaction, no Specified Default or Event of Default shall have occurred and be continuing.

Solely for purposes of this Agreement, in calculating the amount of Restricted Payments made by the Borrower during any period referred to in paragraph (b) above, any Restricted Payments made by Designated Subsidiaries or any other Excluded Asset that is a Subsidiary during such period (other than any such Restricted Payments that are made directly or indirectly to Obligors) shall be treated as Restricted Payments made by the Borrower during such period.

Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary Guarantor of the Borrower to the Borrower or to any other Subsidiary Guarantor.

For the avoidance of doubt, the Borrower shall not declare any dividend to the extent such declaration violates the provisions of the Investment Company Act applicable to it and the determination of the amounts referred to in paragraph (b) above shall be made separately for the taxable year and the calendar year and the limitation on dividends or distributions imposed by such paragraphs shall apply separately to the amounts so determined.

SECTION 6.06. Certain Restrictions on Significant Subsidiaries. The Borrower will not permit any of its Significant Subsidiaries (other than Excluded Assets) to enter into or suffer to

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exist any indenture, agreement, instrument or other arrangement (other than (a) the Loan Documents, (b) any indenture, agreement, instrument or other arrangement entered into in connection with Indebtedness permitted under Section 6.01 to the extent any such indenture, agreement, instrument or other arrangement does not prohibit or restrain, in each case in any material respect, or impose materially adverse conditions upon, the requirements applicable to the Significant Subsidiaries under the Loan Documents or (c) any agreement, instrument or other arrangement pertaining to any lease, sale or other disposition of any asset permitted by this Agreement so long as the applicable restrictions (x) only apply to such assets and (y) do not restrict prior to the consummation of such sale or disposition the creation or existence of the Liens in favor of the Collateral Agent pursuant to the Security Documents or otherwise required by this Agreement, or the incurrence or payment of Indebtedness under this Agreement or the ability of the Significant Subsidiaries to perform any other obligation under any of the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Significant Subsidiary (other than Excluded Assets).

SECTION 6.07. Certain Financial Covenants.

(a) Minimum Shareholders’ Equity. The Borrower will not permit its Shareholders’ Equity at the last day of any fiscal quarter to be less than the sum of (i) $113,000,000 plus (ii) 25% of the net cash proceeds of the sale of Equity Interests of the Borrower after the Effective Date (other than proceeds of any distribution or dividend reinvestment plan).

(b) Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1 at any time.

SECTION 6.08. Transactions with Affiliates. The Borrower will not, and will not permit any other Obligors to enter into any transactions with any of its Affiliates, even if otherwise permitted under this Agreement, except (a) transactions at prices and on terms and conditions, taken as a whole, not materially less favorable to the Borrower or such other Obligor, as applicable, than in good faith is believed could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate, (c) transactions among the Borrower and/or its Subsidiaries pursuant to Section 6.03, Investments permitted by Section 6.04 and Restricted Payments permitted by Section 6.05, (d) the Affiliate Agreement and the transactions provided in the Affiliate Agreement (as such agreement is amended, modified or supplemented from time to time in a manner not materially adverse to the Lenders), (e) transactions described or referenced on Schedule V (as amended, supplemented, restated or otherwise modified by notice from the Borrower to the Administrative Agent so long as (x) in the aggregate, payments by the Borrower and its Obligors are not materially increased, or (y) such amendment, supplement, restatement or other modification is not materially adverse to the Lenders), (f) any Investment that results in the creation of an Affiliate, (g) transactions with one (1) or more Affiliates as permitted by any SEC exemptive order (as may be amended from time to time), exemptive rule or no action relief or as otherwise permitted by applicable law, rule or regulation and SEC staff interpretations thereof, (h) any co-investment transaction to the extent not in violation of applicable law, (i) the payment

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of compensation and reimbursement of expenses and indemnification to officers and directors in the ordinary course of business, (j) transactions between or among the Obligors and any Excluded Asset or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment Company Act) company of an Obligor (i) at prices and on terms and conditions, taken as a whole, not materially less favorable to the Obligors than in good faith is believed could be obtained at the time on an arm’s-length basis from unrelated third parties, or (ii) arising from, in connection with or related to Standard Securitization Undertakings, (k) transactions approved by a majority of the independent members of the board of directors of the Borrower, (l) under or related to the Permitted Advisor Loan, (m) the Borrower may issue and sell Equity Interests to its Affiliates or (n) transactions with Goldman, Sachs & Co. or its Affiliates in accordance with clause (a) above whereby Goldman, Sachs & Co. or its Affiliates may act as a placement agent or an underwriter in any securities offering of the Borrower or its Affiliates.

SECTION 6.09. Lines of Business. The Borrower will not, nor will it permit any other Obligors to, engage in any business in a manner that would violate its Investment Policies in any material respect.

SECTION 6.10. No Further Negative Pledge. The Borrower will not, and will not permit any other Obligors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to Designated Indebtedness Obligations or Designated Indebtedness Holders under the Guarantee and Security Agreement) prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained in leases not subject to a waiver; (d) any agreement that imposes such restrictions only on Equity Interests in Excluded Assets; (e) the underlying governing agreements of any minority Equity Interest that impose such restrictions only on such Equity Interest; (f) any agreement with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset; and (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans, or any Hedging Agreement.

SECTION 6.11. Modifications of Certain Documents. The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness or Special Longer Term Unsecured Indebtedness that would result in such Permitted Indebtedness or Special Longer Term Unsecured Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness” or “Special Longer Term Unsecured Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness or Special Longer Term Unsecured Indebtedness, as applicable, would otherwise be permitted under Section 6.01, or (b) the Affiliate Agreement,

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unless such modification, supplement or waiver is not materially less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders).

Without limiting the foregoing, the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

SECTION 6.12. Payments of Other Indebtedness. The Borrower will not, nor will it permit any other Obligor to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than (x) payments and prepayments under the Permitted Advisor Loan pursuant to Section 6.05(f) or (y) the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01 (including, for the avoidance of doubt, as incurred by an Excluded Asset or other Subsidiary) or with the proceeds of any issuance of Equity Interests), except for:

(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; (y) any cash payment on account of interest, expenses or fractional shares on such convertible notes made in respect of such triggering and/or settlement thereof; and (z) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this clause (a));

(b) payments and prepayments thereof required to comply with requirements of Section 2.10(c);

(c) any payments and prepayments with respect to any Permitted Advisor Loan so long as, at the time of and immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transactions, (i) no Specified Default or Event of Default shall have occurred and be continuing and (ii) the Adjusted Gross Borrowing Base is at least 115% of the Covered Debt Amount;

(d) payments and prepayments of any Capital Call Facility from amounts that do not constitute Collateral; and

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(e) other payments and prepayments (other than any payment or prepayment of any Permitted Advisor Loan) so long as immediately after giving effect to such payment or prepayment, as applicable, and any Concurrent Transaction, if such payment or prepayment were deemed a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment or prepayment, as applicable, would be permitted to be made under Section 6.05(d);

provided that, in the case of clauses (a) and (b) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after giving effect thereto and to any Concurrent Transactions, the Covered Debt Amount would exceed the Borrowing Base.

Article VII
Events of Default

SECTION 7.01. Events of Default. Until the Facility Termination Date, if any of the following events (“Events of Default”) shall occur and be continuing:

(a) the Borrower shall (i) fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) fail to deposit any amount into the Letter of Credit Collateral Account as required by Section 2.05(d) on the Commitment Termination Date;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) or more Business Days;

(c) any representation or warranty made (or deemed made pursuant to Section 4.02) by or on behalf of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished by or on behalf of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect and such failure shall continue unremedied for a period of thirty (30) or more days after the earlier of the Borrower obtaining actual knowledge thereof or receiving notice thereof from the Administrative Agent (given at the request of any Lender);

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.03 (with respect to the Borrower’s existence) or Sections 5.08(a) and (b) or in Article VI or any Obligor shall default in the performance of any of its obligations contained in Section 7 of the Guarantee and Security Agreement (other than Section 7.01 thereof) or (ii) Sections 5.01(d) and (e) or Section 5.02 and such failure shall continue unremedied for a period of five (5) or more Business Days after the earlier of the Borrower obtaining actual knowledge of such failure and that it has resulted in a Default hereunder or receiving notice thereof from the Administrative Agent (given at the request of any Lender); it being acknowledged and agreed that

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a failure of an Obligor to “Deliver” (as defined in the Guarantee and Security Agreement) any particular Investment to the extent required by Section 7.01 of the Guarantee and Security Agreement shall result in such Investment not being included in the Borrowing Base but shall not (in and of itself) be, or result in, a Default or an Event of Default under this clause (d);

(e) a Borrowing Base Deficiency shall occur and continue unremedied for a period of five (5) or more Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency pursuant to Section 5.01(e); provided that it shall not be an Event of Default hereunder if the Borrower shall present the Administrative Agent with a reasonably feasible plan to cure such Borrowing Base Deficiency within thirty (30) Business Days (which thirty (30) Business Day period shall include the five (5) Business Days permitted for delivery of such plan), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; providedfurther, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely to the extent as provided in Section 2.10(c)(i) in order to cure any failure to satisfy Section 5.13(h);

(f) the Borrower or any other Obligor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b), (d) or (e) of this Article) or any other Loan Document and such failure shall continue unremedied for a period of thirty (30) or more days after the earlier of the Borrower obtaining actual knowledge of such failure and that it has resulted in a Default hereunder or receiving notice thereof from the Administrative Agent (given at the request of any Lender);

(g) the Borrower or any of its Subsidiaries shall fail to make any payment of principal or interest in respect of any Material Indebtedness, when and as the same shall become due and payable, taking into account (other than with respect to payments of principal) any applicable grace or cure period;

(h) any event or condition occurs (i) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) that shall continue unremedied for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (for the avoidance of doubt, other than as permitted under Section 6.12 and that is not a result of a breach, default or other violation or failure in respect of such Material Indebtedness by the Borrower or any of its Subsidiaries and, after giving effect to any applicable grace or cure period); provided that this clause (h) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (2) convertible debt that becomes due as a result of a conversion or redemption event, other than as a result of an “event of default” (as defined in the documents governing such convertible Material Indebtedness), (3) for the avoidance of doubt, other Indebtedness that is included in the Covered Debt Amount to the extent of required prepayment, repurchase, redemption or defeasance effected pursuant to Section 2.10(c); (4) any Indebtedness of a Designated Subsidiary that becomes due in part breach of an overcollateralization test or borrowing base deficiency, or a customary “change of control” put right in any indenture, or (5) in the case of clause (h)(ii), any Indebtedness of a Designated Subsidiary (x) to the extent the event or condition giving rise to the circumstances in clause (h)(ii) was not a payment or insolvency

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default or (y) so long as all Commitments have not been terminated and the Loans have not been declared due and payable in full, to the extent such event or condition is no longer continuing or has been waived in accordance with the terms of such Material Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed and unstayed for a period of sixty (60) or more days or an order or decree approving or ordering any of the foregoing shall be entered;

(j) the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(k) the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(l) one (1) or more judgments for the payment of money in an aggregate amount in excess of $20,000,000 shall be rendered against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) or any combination thereof and (i) if not covered by insurance, the same shall remain undischarged for a period of sixty (60) consecutive days following the entry of such judgment during which sixty (60) day period such judgment shall not have been vacated, stayed, discharged or bonded pending appeal, or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) to enforce any such judgment;

(m) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

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(n) a Change in Control shall occur;

(o) [reserved];

(p) the Liens created by the Security Documents shall, at any time with respect to Portfolio Investments included in the Collateral Pool having an aggregate Value in excess of 5% of the aggregate Value of all Portfolio Investments included in the Collateral Pool, not be valid and perfected (to the extent perfection by filing, registration, recordation, possession or control is required herein or therein) in favor of the Collateral Agent, free and clear of all other Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents); provided that if such default is as a result of any action of the Administrative Agent or the Collateral Agent or a failure of the Administrative Agent or the Collateral Agent to take any action within its control, then there shall be no Default or Event of Default hereunder unless such default shall continue unremedied for a period of ten (10) consecutive Business Days after the Borrower receives written notice of such default thereof from the Administrative Agent unless the continuance thereof is a result of a failure of the Administrative Agent or the Collateral Agent to take an action within their control;

(q) except for expiration or termination in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect in any material respect, or the enforceability thereof shall be contested by any Obligor;

(r) the Obligors shall at any time, without the consent of the Required Lenders, (i) modify, supplement or waive in any material respect the Investment Policies (other than any modification, supplement or waiver required by any applicable law, rule or regulation or Governmental Authority); provided that a modification, supplement or waiver shall not be deemed a modification in any material respect of the Investment Policies if the effect of such modification, supplement or waiver is that the permitted investment size of the Portfolio Investments proportionately increases as the size of the Borrower’s capital base changes, (ii) modify, supplement or waive in any material respect the Valuation Policy (other than any modification, supplement or waiver (w) required under GAAP, (x) required by any applicable law, rule or regulation or Governmental Authority, or (y) when taken as a whole is not materially adverse to the Lenders when compared to its Valuation Policy in effect as of the Effective Date), (iii) fail to comply with the Valuation Policy in any material respect, or (iv) fail to comply with the Investment Policies if such failure would reasonably be expected to result in a Material Adverse Effect, and in the case of subclauses (iii) and (iv) of this clause (r), such failure shall continue unremedied for a period of thirty (30) or more days after the earlier of notice thereof by the Administrative Agent (given at the request of any Lender) to the Borrower or knowledge thereof by a Financial Officer;

then, and in every such event (other than an event with respect to the Borrower described in clause (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued

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interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In the event that the Loans shall be declared, or shall become, due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure of a Class of Commitments demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall promptly, but in any event within three (3) Business Days of receipt of notice, deposit into the Letter of Credit Collateral Account cash in an amount equal to the LC Exposure of such Class as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of this Article.

Article VIII
The Administrative Agent

SECTION 8.01. The Administrative Agent.

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Collateral Agent as the collateral agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to have all the rights and benefits hereunder and thereunder (including Section 9 of the Guarantee and Security Agreement), and to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. Such Person and its Affiliates may (without having to account therefor to any other Lender) accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with any of the Obligors (or any Subsidiary or other Affiliate thereof) as if it were not the Administrative Agent hereunder, and such Person and its Affiliates may accept fees and other consideration from any of

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the Obligors or other Affiliate thereof for services in connection with this Agreement or otherwise without having to account for the same to the other Lenders.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable to any Lender or Issuing Bank for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) or in the absence of its own fraud, gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one (1) or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as

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Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with fraud, gross negligence or willful misconduct in the selection of such sub-agents.

The Administrative Agent may resign by providing not less than thirty (30) days advance written notice to the Lenders, the Issuing Banks and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor, which is not a natural person, a Defaulting Lender or a Disqualified Lender. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective at the end of such thirty (30) days period (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by Truist Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Each Lender agrees that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to

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make its own analysis and decisions in taking or not taking action under or based upon this Agreement and other Loan Documents to which it is a party.

Except as otherwise provided in Section 9.02(b) or the Security Documents, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender and each Issuing Bank, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to (1) release (which such release shall be automatic and require no further action from any party) any Lien covering property that is the subject of either a disposition of property (including, without limitation, any property subject to a participation or repurchase transaction) not prohibited hereunder or a disposition to which the Required Lenders have consented, (2) release from any Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) in accordance with Section 9.02(c) hereof and Section 10.03 of the Guarantee and Security Agreement and (3) spread Liens to any Designated Indebtedness or Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement) in accordance with the Guarantee and Security Agreement.

SECTION 8.02. Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one (1) of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one (1) or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one (1) or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified

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Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or a Lender has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

SECTION 8.03. Erroneous Payments.

(a) If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under the immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent and such Lender, Issuing Bank or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such

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Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting the immediately preceding clause (a), each Lender, Issuing Bank or Secured Party, or any other Payment Recipient who has received funds on behalf of a Lender, Issuing Bank or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of the immediately preceding clause (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) in the case of the immediately preceding clause (z), an error has been made, in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuing Bank or Secured Party shall (and shall cause any Payment Recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.03(b).

(c) Each Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative Agent under the immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with the immediately preceding clause (a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Bank at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such

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Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an electronic transmission system to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank, and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Subject to Section 9.04(b), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment, and, upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any Payment Recipient that receives funds on its respective behalf). No Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Bank or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Obligor; provided that this Section 8.03 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Secured Obligations of the Borrower relative to the amount (and/or timing for payment) of the Secured Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, Section 8.03(d) and this Section 8.03(e) shall not apply to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent or applicable Lender, Issuing Bank or Secured Party from the Borrower or any other Obligor for the purpose of making payment in respect of the Secured Obligations.

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(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 8.03 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank,the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) (other than Unasserted Contingent Obligations) under any Loan Document.

Article IX
Miscellaneous

SECTION 9.01. Notices; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows:

(i) if to the Borrower, to it at Goldman Sachs Middle Market Lending Corp. II, 200 West Street, New York, NY 10282, Attention of James Napolitano (Telephone No. (212) 902-9673; E-mail James.Napolitano@gs.com); with a copy, which shall not constitute notice, to Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036, Attention of Jay R. Alicandri, Esq. (Telephone No. (212) 698-3800; E-mail jay.alicandri@dechert.com);

(ii) if to the Administrative Agent, to Truist Bank, 3333 Peachtree Road, 8th Floor, Atlanta, Georgia 30326, Attention of Hays Wood (Telephone No. (404) 836-5879); Fax No. (404) 836-5879; with a copy to Truist Bank, Agency Services, 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308, Attention of Karen Weich, Email: agency.services@truist.com;

(iii) if to an Issuing Bank or a Swingline Lender, to it at its address (or telecopy number or e-mail address) set forth in its Administrative Questionnaire; and

(iv) if to any Lender, to it at its address (or telecopy number or e-mail address) set forth in its Administrative Questionnaire.

Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

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(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e‑mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant to Section 2.03 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless otherwise notified by the Administrative Agent to the Borrower, the Borrower may satisfy its obligation to deliver documents or notices to the Administrative Agent or the Lenders under Sections 5.01 and 5.12(a) by delivering an electronic copy to: hays.wood@truist.com with a copy to agency.services@truist.com (or such other e‑mail address as provided to the Borrower in a notice from the Administrative Agent) (and the Administrative Agent shall promptly provide notice thereof to the Lenders).

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e‑mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e‑mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e‑mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

In no event shall the Administrative Agent or any Lender have any liability to the Borrower or any other Person for damages of any kind (whether in tort contract or otherwise) arising out of any transmission of communications through the internet, except in the case of direct damages, to the extent such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, fraud, willful misconduct or gross negligence of such relevant Person.

(c) Documents to be Delivered under Sections 5.01 and 5.12(a). For so long as an Intralinks™ or equivalent website is available to each of the Lenders hereunder, the Borrower may satisfy its obligation to deliver documents to the Administrative Agent or the Lenders under Sections 5.01 and 5.12(a) by delivering either an electronic copy to: hays.wood@truist.com with a copy to agency.services@truist.com (as provided in clause (b) above) or a notice identifying the website where such information is located for posting by the Administrative Agent on Intralinks™ or such equivalent website, provided that the Administrative Agent shall have no responsibility to maintain access to Intralinks™ or an equivalent website.

SECTION 9.02. Waivers; Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder

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shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Amendments to this Agreement. Except as provided in Section 2.13(b) and the definition of “Modification Offer”, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:

(i) increase the Commitment of any Lender without the written consent of such Lender,

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than the application of any interest accrued pursuant to Section 2.12(d) or as specifically contemplated herein), or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby,

(iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby,

(iv) change Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby, or

(v) change any of the provisions of this Section 9.02 or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender,

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as the case may be, (y) the consent of each Multicurrency Lender will be required for any change to the definition of “Agreed Foreign Currency” and (z) the consent of Lenders holding not less than two-thirds (2/3rds) of the Credit Exposure and unused Commitments will be required for (A) any adverse changes (from the Lenders’ perspective) affecting the provisions of this Agreement solely relating to the calculation of the Borrowing Base (excluding changes to the provisions of Section 5.12(b)(iii) or (iv), but including changes to the provisions of Section 5.12(c) and the definitions set forth in Section 5.13) unless otherwise expressly provided herein and (B) any release of material portions of the Collateral other than for fair value or as otherwise not prohibited hereunder or under the other Loan Documents.

For purposes of this Section 9.02, the “scheduled date of payment” of any amount shall refer to the date of payment of such amount specified in this Agreement, and shall not refer to a date or other event specified for the mandatory or optional prepayment of such amount. In addition, whenever a waiver, amendment or modification requires the consent of a Lender “affected” thereby, such waiver, amendment or modification shall, upon consent of such Lender, become effective as to such Lender whether or not it becomes effective as to any other Lender, so long as the Required Lenders consent to such waiver, amendment or modification as provided above.

Anything in this Agreement to the contrary notwithstanding (x) no waiver or modification of any provision of this Agreement or any other Loan Document that could reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver, amendment or modification as provided above; provided, however, for the avoidance of doubt, in no other circumstances shall the concurrence of the Required Lenders of a particular Class be required for any waiver, amendment or modification of any provision of this Agreement or any other Loan Document; and (y) the Required Lenders may waive any condition precedent to an extension of credit under the Revolving Commitments (other than as required by Section 4.02) (which, for the avoidance of doubt, shall not constitute a waiver of any ongoing or resulting Default or Event of Default).

(c) Amendments to Security Documents. Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding (x) any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.08(e), (y) any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all

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or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented (and such Lien shall be released automatically (A) to the extent provided in Section 10.03 of the Guarantee and Security Agreement and (B) to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary”, becomes an Excluded Asset or an Immaterial Subsidiary or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements).

(d) Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of one (1) or more Lenders whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to replace each such non-consenting Lender or Lenders with one (1) or more replacement Lenders pursuant to Section 2.19(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge, termination or addition.

(e) If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

SECTION 9.03. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside counsel for the Administrative Agent and its Affiliates collectively plus, if necessary, one (1) single local counsel per appropriate jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions

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contemplated hereby or thereby shall be consummated), subject to any limitation previously agreed in writing, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside legal counsel plus, if necessary, one (1) local counsel per appropriate jurisdiction plus, in the case of an actual or perceived conflict of interest or separate defenses available to indemnified parties that are different from those available to other indemnified parties, one (1) additional counsel per group of affected parties), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.03(a), or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Banks, the Collateral Agent, the Joint Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside legal counsel plus, if necessary, one (1) local counsel per appropriate jurisdiction plus, in the case of an actual or perceived conflict of interest or separate defenses available to indemnified parties that are different from those available to the Borrower or other indemnified parties, one (1) additional counsel per group of affected parties), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or (iv) any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the fraud, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Loan Documents, (C) a claim arising as a result of a dispute between Indemnitees (other than (1) any dispute involving claims against the Administrative Agent, the applicable Issuing Bank, any

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Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and (2) claims arising out of any act or omission by the Borrower or its Affiliates), or (D) result from the settlement of any such claim, damage, loss, liability, cost or expense described above unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld or delayed (provided that nothing in this clause (D) shall restrict the right of any person to settle any claim for which it has waived its right of indemnity by the Borrower)).

The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim

(c) Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section 9.03 (including, for the avoidance of doubt, fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(F) hereof in excess of the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental Cap for any 12-month period at any time no Event of Default shall exist), the Administrative Agent shall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), (i) each Lender severally agrees to pay to the Administrative Agent and such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and (ii) each Multicurrency Lender severally agrees to pay to the applicable Swingline Lender such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or such Swingline Lender in its capacity as such.

(d) Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party (or any Related Party to such party), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations under Section 9.03 to the extent such special, indirect consequential or punitive damages are included in any third party claim in connection with which any Indemnitee is entitled to indemnification thereunder.

(e) Payments. All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.

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SECTION 9.04. Successors and Assigns.

(a) Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04 (and any attempted assignment or transfer by any Lender which is not in accordance with this Section 9.04 shall be treated as provided in the last sentence of Section 9.04(b)(iii)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders.

(i) Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one (1) or more assignees other than a Disqualified Lender all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower, provided that the Borrower shall be deemed to have consented to any such assignment (other than to a Disqualified Lender) unless it has objected thereto by written notice to the Administrative Agent within ten (10) Business Days after receiving written notice thereof; providedfurther that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing under Section 7.01(a), (b), (i), (j), or (k), any other assignee; and

(B) the Administrative Agent, each Issuing Bank and each Swingline Lender; provided that no consent of the Administrative Agent, any Issuing Bank or any Swingline Lender shall be required for an assignment to a Lender or an Affiliate of a Lender with credit ratings at least as good as the assigning Lender.

(ii) Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such

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assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent;

(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which no Obligor shall be obligated);

(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent, an Administrative Questionnaire; and

(E) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.

(iii) Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section 9.04 (but only to the extent such assignment or other transfer otherwise complies with the provisions of such paragraph).

(c) Maintenance of Registers by Administrative Agent. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one (1) of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Registers” and each individually, a “Register”). The entries

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in the Registers shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Registers pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Registers shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e) Participations. Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), sell participations to one (1) or more banks or other entities other than a Disqualified Lender (which restriction to sell to Disqualified Lenders shall not apply only if the list of Disqualified Lenders has not been made available to such Lender selling participations within five (5) Business Days of written request by such Lender to the Administrative Agent and the Borrower) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that (i) the Borrower shall be deemed to have consented to any such participation(other than to a Disqualified Lender) unless it has objected thereto by written notice to the Administrative Agent within ten (10) Business Days after receiving written notice thereof, (ii) no consent of the Borrower shall be required for a participation to a Lender, an Affiliate of a Lender with credit ratings at least as good as the participating Lender or, if an Event of Default under Section 7.01(a), (b), (i), (j), or (k) has occurred and is continuing, any other participant, (iii) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (iv) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (v) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that directly affects such Participant. Subject to paragraph (f) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04 (subject to the requirements and limitations therein, including the requirements under Sections 2.16(f), (g) and (h) (it being understood that the documentation required under these paragraphs shall be delivered to the participating Lender)); provided that (A) such Participant agrees to be subject to the provisions of Section 2.18 as if it

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were an assignee under paragraph (b) of this Section and (B) such Participant shall not be entitled to receive any greater payment under Sections 2.14, 2.15 or 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except (1) to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation or (2) the sale of the participation to such Participant is made with the Borrower’s prior written consent; provided, further, that no Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation granted to such Participant and such Participant shall have complied with the requirements of Section 2.16 as if such Participant is a Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(e) as though it were a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(f) Limitations on Rights of Participants. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16 as though it were a Lender and the applicable Lender shall provide the Borrower with satisfactory evidence that the participation is in registered form and shall permit the Borrower to review such register as reasonably needed for the Borrower to comply with its obligations under applicable laws and regulations. Each Participant agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section 9.04.

(g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(h) No Assignments to Natural Persons, the Borrower or Affiliates. Anything in this Section 9.04 to the contrary notwithstanding, no Lender may (i) assign or participate any interest in any Loan or LC Exposure held by it hereunder to any natural person (or a holding company,

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investment vehicle or trust for, or owned by and operated for the primary benefit of, a natural person) or to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender or (ii) assign any interest in any Commitment, Loan or LC Exposure held by it hereunder to any Person known by such Lender at the time of such assignment to be a Defaulting Lender, a Subsidiary of a Defaulting Lender or a Person who, upon consummation of such assignment, would be a Defaulting Lender.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution.

(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent (and, for the avoidance of doubt, electronic signatures utilizing the DocuSign platform shall be deemed approved), or the

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keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have; provided that in the event that any Defaulting Lender exercises any such right of setoff, (a) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower after any such setoff and application made by such Lender; providedfurther, that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 9.09. Governing Law; Jurisdiction; Etc.

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Submission to Jurisdiction. Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such

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action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party to this Agreement (i) irrevocably consents to service of process in the manner provided for notices in Section 9.01 and (ii) agrees to the extent permitted by applicable law that service as provided in the manner provided for notices in Section 9.01 is sufficient to confer personal jurisdiction over such party in any proceeding in any court and otherwise constitutes effective and binding service in every respect. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

SECTION 9.11. Judgment Currency. This is an international loan transaction in which the specification of Dollars or any Foreign Currency, as the case may be (the “Specified Currency”), and payment in New York City or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the Specified Currency shall be the currency of account in all events relating to Loans denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be

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the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document (in this Section 9.11 called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due by the Borrower hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due by the Borrower to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.

SECTION 9.12. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. None of the Joint Lead Arrangers shall have any responsibility under this Agreement.

SECTION 9.13. Treatment of Certain Information; Confidentiality.

(a) Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one (1) or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one (1) or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section 9.13 as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

(b) Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Lenders, the Joint Lead Arrangers, the Swingline Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives who need to know such Information in connection with the transactions contemplated hereby (it being understood that (A) the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential to the same extent as provided in this paragraph (b) and (B) it will be responsible for its Affiliates’ compliance with this paragraph), (ii) to the extent requested by any regulatory authority with competent jurisdiction over it or its Affiliates (including any self-regulatory authority), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that, except in the case of any ordinary course

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examination by a regulatory, self-regulatory or governmental agency, it will use its commercially reasonable efforts to notify the Borrower of any such disclosure prior to making such disclosure to the extent permitted by applicable law, rule or regulation), (iv) to any other party hereto or to any rating agency in connection with rating the Borrower or its Subsidiaries or the Loans made to the Borrower, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 9.13, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement; provided that, (a) such Person would be permitted to be an assignee or participant pursuant to the terms hereof and such Person is not a Disqualified Lender, (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations or (z) any market data service, (vii) with the consent of the Borrower or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 9.13 or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or its Affiliates and is not actually known by it to be in breach of any other Person’s confidentiality obligations to the Borrower. In addition, the Administrative Agent and each Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or any Lender in connection with the administration or servicing of this Agreement, the other Loan Documents and the Commitments.

For purposes of this Section 9.13, “Information” means all information provided by the Advisor, the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses or any portfolio investment (including Portfolio Investments and including the Value of such Portfolio Investments), other than any such information that is available to the Administrative Agent, the Collateral Agent, any Lender, any Swingline Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Advisor, the Borrower or any of its Subsidiaries and is not actually known by it to be in breach of any other Person’s confidentiality obligations to the Borrower, provided that, in the case of information received from the Advisor, the Borrower or any of its Subsidiaries after the Effective Date, such information shall be deemed to be confidential at the time of delivery unless clearly identified therein as nonconfidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.13 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.14. Certain Notices. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and each other Obligor that, pursuant to the requirements of the USA Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower and each other Obligor, which information includes the name and address of each Obligor and other information that will allow such Lender or the Administrative Agent to identify the Obligors in accordance with the USA Patriot Act and the Beneficial Ownership Regulation.

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SECTION 9.15. Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 9.16. No Fiduciary Duty. Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Obligors, their respective stockholders and/or their respective affiliates. Each Obligor agrees that nothing in this Agreement or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Obligor, its stockholders or its affiliates, on the other. The Obligors acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Obligors, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Obligor, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Obligor, its stockholders or its affiliates on other matters) or any other obligation to any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of any Obligor, its management, stockholders, creditors or any other Person. Each Obligor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the transactions contemplated by the Loan Documents and the process leading thereto. Each Obligor agrees that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary or

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similar duty to such Obligor, solely in connection with the transactions contemplated by the Loan Documents or the process leading thereto.

SECTION 9.17. Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

SECTION 9.18. Termination. Promptly upon the Facility Termination Date, the Administrative Agent shall direct the Collateral Agent to, on behalf of the Administrative Agent, the Collateral Agent and the Lenders, deliver to the Borrower such termination statements and releases and other documents necessary or appropriate to evidence the release of the Borrower from this Agreement, the Loan Documents and each of the documents securing the obligations of the Borrower (and, in the case of the Facility Termination Date, with respect to each of the foregoing, the termination thereof) hereunder as the Borrower may reasonably request, all at the sale and cost and expense of the Borrower.

SECTION 9.19. Limited Recourse. Each of the Administrative Agent, the Collateral Agent and the Lenders acknowledges and agrees that this Agreement, the Loans, the Secured Obligations, each of the other Loan Documents and the other obligations hereunder and thereunder are only recourse to the Obligors.

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SECTION 9.20. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the obligations hereunder.

SECTION 9.21. Lender Information Reporting. The Administrative Agent shall use commercially reasonable efforts to deliver to the Borrower not later than one Business Day after the last day of each calendar month, a report summarizing in reasonable detail the amount of interest, fees and (if any) other expenses under this Agreement or the other Loan Documents accrued for the month then ended (and noting amounts paid / unpaid); provided that the failure of the Administrative Agent to deliver this report shall not excuse the Borrower from paying interest, fees and (if any) other expenses in accordance with the terms of this Agreement or the other Loan Documents.

[Signature Page Follows]

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

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II, as Borrower
By:	/s/ David Pessah
	Name: David Pessah
	Title: Chief Financial Officer and Treasurer

Signature Page to Senior Secured Revolving Credit Agreement

751446606

TRUIST BANK, as Administrative Agent, a Swingline Lender, an Issuing Bank and a Lender
By:	/s/ Andrew Silsbee
	Name: Andrew Silsbee
	Title: Vice President

Signature Page to Senior Secured Revolving Credit Agreement

751446606

BANK OF AMERICA, N.A., as a Swingline Lender, an Issuing Bank and a Lender
By:	/s/ Chelsea Liu
	Name: Chelsea Liu
	Title: Vice President

Signature Page to Senior Secured Revolving Credit Agreement

751446606

STATE STREET BANK AND TRUST COMPANY, as a Swingline Lender and a Lender
By:	/s/ John Doherty
	Name: John Doherty
	Title: Vice President

Signature Page to Senior Secured Revolving Credit Agreement

751446606

SUMITOMO MITSUI BANKING CORPORATION, as a Swingline Lender and a Lender
By:	/s/ Brett Austin
	Name: Brett Austin
	Title: Managing Director

Signature Page to Senior Secured Revolving Credit Agreement

751446606

HSBC Bank USA, N.A., as a Lender
By:	/s/ Michael C Flynn
	Name: Michael C Flynn
	Title: Director

Signature Page to Senior Secured Revolving Credit Agreement

751446606

BARCLAYS BANK PLC, as a Lender
By:	/s/ Craig J Malloy
	Name: Craig J Malloy
	Title: Director

Signature Page to Senior Secured Revolving Credit Agreement

751446606

BNP Paribas, as a Lender
By:	/s/ Jessica Broughton
	Name: Jessica Broughton
	Title: Director

Signature Page to Senior Secured Revolving Credit Agreement

751446606

By:	/s/ Marguerite L. Lebon
	Name: Marguerite L. Lebon
	Title: Vice President

Signature Page to Senior Secured Revolving Credit Agreement

751446606

MORGAN STANLEY BANK, NA., as a Lender
By:	/s/ Michael King
	Name: Michael King
	Title: Authorized Signatory

Signature Page to Senior Secured Revolving Credit Agreement

751446606

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions for Assignment and Assumption set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions for Assignment and Assumption and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below: (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit, Guarantees, and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate of [identify Lender]1]
3.	Borrower:	Goldman Sachs Middle Market Lending Corp. II
4.	Administrative Agent: Truist Bank, as the administrative agent under the Credit Agreement.

1 Select as applicable.

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5.	Credit Agreement: Senior Secured Revolving Credit Agreement dated as of February 28, 2023, among the Borrower, the Lenders party thereto, the Issuing Banks party thereto and the Administrative Agent.
6.	Assigned Interest:

Class of Commitments/ Loans Assigned2	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned of Commitment/Loans3
	$	$	%
	$	$	%
	$	$	%

Effective Date: _______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

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

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:

ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Commitment”, “Multicurrency Commitment”, etc.).

3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

[Consented to and]4 Accepted:

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TRUIST BANK, as

Administrative Agent

By:

Name:

Title:

[TRUIST BANK, as

Issuing Bank

By:

Name:

Title:

BANK OF AMERICA, N.A., as

Issuing Bank

By:

Name:

Title:]5

[Consented to:

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

By:

Name:

Title:]6

ANNEX 1

4 To be added only when the consent of the Administrative Agent and/or the Issuing Banks is required by the terms of the Credit Agreement.

5 To be added only when the consent of the Issuing Banks is required by the terms of the Credit Agreement.

6 To be added only when the consent of the Borrower is required by the terms of the Credit Agreement.

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STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

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

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder as if originally named as a Lender therein, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee, (vi) if this Assignment and Assumption is with respect to Multicurrency Commitments and/or Multicurrency Loans, it is able to fund and receive payments on account of each outstanding Agreed Foreign Currency as of the Effective Date without the need to obtain any authorization referred to in clause (b) of the definition of “Agreed Foreign Currency” in the Credit Agreement and (vii) it is not a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

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

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted under the Credit Agreement. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy, email or other electronic method of transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

A-5

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EXHIBIT B

FORM OF BORROWING BASE CERTIFICATE

Monthly accounting period ended _______________, 20__

Reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of February 28, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Goldman Sachs Middle Market Lending Corp. II, a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks, and Truist Bank, as the Administrative Agent. Capitalized terms used herein without definition are so used as defined in the Credit Agreement. The contents of this certificate are confidential and subject to Section 9.13(b) of the Credit Agreement.

[Pursuant to Section 5.01(d) of the Credit Agreement, the undersigned, the _________________ of the Borrower, and as such a Financial Officer of the Borrower, hereby certifies, represents and warrants on behalf of the Borrower, in the undersigned’s capacity as a Financial Officer of the Borrower and not in the undersigned’s individual capacity, that]7 (a) attached hereto as Annex 1 is (i) a complete and correct list as of the end of the monthly accounting period ended ______________, 20__ of all Portfolio Investment in the Collateral Pool that the Borrower has elected to include in the Borrowing Base and (ii) a true and correct calculation of the Borrowing Base as of the end of such monthly accounting period determined in accordance with the requirements of the Credit Agreement,8 and (b) without limiting the generality of the foregoing, all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent.

7 When a Borrowing Base Certificate is required to be delivered under Section 5.01(e), replace the bracketed language with the following: [Pursuant to Section 5.01(e) of the Credit Agreement, the undersigned, the ___ of the Borrower, and as such a Financial Officer of the Borrower, hereby certifies, represents and warrants on behalf of the Borrower, in the undersigned’s capacity as a Financial Officer of the Borrower and not in the undersigned’s individual capacity, that, as of the date hereof, there is a Borrowing Base Deficiency, and that]

8 When a Borrowing Base Certificate is required to be delivered under Section 5.01(e), add a clause (iii) as follows: [ and (iii) the Borrower’s computation of the amount of such Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of such Borrowing Base Deficiency as of [insert the date not earlier than one (1) Business Days prior to the date this Borrowing Base Certificate is delivered]]

B-1

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IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed as of the ___________ day of _________________, 20__.

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

By:

Name:

Title:

B-2

751788029

EXHIBIT C

FORM OF BORROWING REQUEST

Date:____________, _____

To: Truist Bank, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of February 28, 2023 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Goldman Sachs Middle Market Lending Corp. II, a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks, and Truist Bank, as the Administrative Agent. Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

The Borrower hereby requests a Borrowing of Loans (the “Proposed Borrowing”) as specified below:

1.The Proposed Borrowing is to be made [under the [Dollar Commitments][Multicurrency Commitments]][as a Pro-Rata Borrowing].

2.If such Borrowing is a Pro-Rata Borrowing, the Pro-Rata Dollar Portion of the Proposed Borrowing shall be _________ and the Pro-Rata Multicurrency Portion of the Proposed Borrowing shall be _________.

3.The aggregate principal amount of the Proposed Borrowing shall be _________.

4.The Currency of the requested Borrowing is _________.

5.The date of the Proposed Borrowing shall be ________, 20__ (a Business Day).

6.If the Proposed Borrowing is denominated in Dollars, the Proposed Borrowing shall be [an ABR Borrowing] [a Term Benchmark Borrowing].

7.If the Proposed Borrowing is a Term Benchmark Borrowing or RFR Borrowing, the Interest Period therefore shall be ____ months (a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d) of the Credit Agreement).

6.To Borrower’s account numberlocated at .

[Remainder of page intentionally left blank]

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The Borrower has caused this Borrowing Request to be executed and delivered by its duly authorized officer as of the date first written above.

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

By:

Name:

Title:

C-2

751788029

EXHIBIT D

FORM OF INTEREST ELECTION REQUEST

Date:____________, _____

To: Truist Bank, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of February 28, 2023 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Goldman Sachs Middle Market Lending Corp. II, a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks, and Truist Bank, as the Administrative Agent. Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

The Borrower hereby provides the following information in compliance with Section 2.07 of the Credit Agreement:

1.This request applies to [________]1.

2.The effective date of the election shall be [____], 20__ (a Business Day).

3.In the case of a Borrowing denominated in Dollars, the resulting Borrowing is [an ABR Borrowing] [a Term Benchmark Borrowing].

4.If the resulting Borrowing is a Term Benchmark Borrowing or RFR Borrowing, Interest Period therefor shall be _______ months (a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d) of the Credit Agreement).

[Remainder of page intentionally left blank]

1 The Borrowing (including the Class) to which this Interest Election Request applies.

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The Borrower has caused this Interest Election Request to be executed and delivered by its duly authorized officer as of the date first written above.

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

By:

Name:

Title:

D-2

751788029

EXHIBIT E

FORM OF PROMISSORY NOTE

[$]
[mm/dd/yy]	New York, New York

For value received, GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II, a Delaware corporation (the “Borrower”), promises to pay [LENDER] (the “Payee”) or its registered assigns, on or before the Maturity Date, the lesser of (a) [Dollars]($[______]) and (b) the aggregate unpaid principal amount of all Loans of the Payee to the Borrower outstanding under the Credit Agreement referred to below.

The Borrower also promises to pay interest on the unpaid principal amount of the Loan, from the date of such Loan until such Loan shall be paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Senior Secured Revolving Credit Agreement, dated as of February 28, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto as Lenders and Issuing Banks, and Truist Bank, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

This Promissory Note (this “Note”) is one of the promissory notes referred to in Section 2.09(f) of the Credit Agreement and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful respective currencies of the Loans evidenced hereby in immediately available funds to the Administrative Agent’s Account or as otherwise required by the terms of the Credit Agreement. Unless and until an Assignment and Assumption effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, the Borrower, the Lenders and the Administrative Agent shall be entitled to deem and treat the Payee as the owner and holder of this Note and the obligations evidenced hereby. The Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided that, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, each as provided in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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Upon the occurrence and continuation of an Event of Default that has not been waived or cured, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest of the Loan, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

The Borrower promises to pay all reasonable and documented out-of-pocket costs and expenses incurred, including reasonable attorneys’ fees, all as provided in (and subject to the limitations in) the Credit Agreement, incurred in connection with the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby expressly waive diligence, presentment, demand of payment, protest, and all notices whatsoever, and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

Reference is hereby made to Sections 9.09(b), (c) and (d) and Section 9.10 of the Credit Agreement, the provisions of which are hereby incorporated by reference in this Note as if fully set forth herein, for the payment and performance of the Borrower’s obligations hereunder.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized on the date and at the place first written above.

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

By:

Name:

Title:

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EX-31

Exhibit 31.1

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alex Chi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Goldman Sachs Middle Market Lending Corp. II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2023

/s/ Alex Chi

Alex Chi

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

EX-31

Exhibit 31.2

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Miller, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Goldman Sachs Middle Market Lending Corp. II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2023

/s/ David Miller

David Miller

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

EX-31

Exhibit 31.3

CERTIFICATION OF CHIEF FINANCIAL OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Pessah, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Goldman Sachs Middle Market Lending Corp. II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2023

/s/ David Pessah

David Pessah

Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-32

Exhibit 32.1

Certification of Co-Chief Executive Officer

Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Goldman Sachs Middle Market Lending Corp. II (the “Company”) for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Alex Chi, as Co-Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2023

/s/ Alex Chi

Alex Chi

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

EX-32

Exhibit 32.2

Certification of Co-Chief Executive Officer

Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Goldman Sachs Middle Market Lending Corp. II (the “Company”) for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Miller, as Co-Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2023

/s/ David Miller

David Miller

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

EX-32

Exhibit 32.3

Certification of Chief Financial Officer

Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Goldman Sachs Middle Market Lending Corp. II (the “Company”) for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Pessah, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2023

/s/ David Pessah

David Pessah

Chief Financial Officer and Treasurer

(Principal Financial Officer)

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 09, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Registrant Name	Goldman Sachs Middle Market Lending Corp. II
Entity Central Index Key	0001865174
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity File Number	000-56369
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-3643363
Entity Address, Address Line One	200 West Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10282
City Area Code	312
Local Phone Number	655-4419
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		9,467,668

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Consolidated Statements of Assets and Liabilities - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $271,330 and $247,053)		$ 269,855	$ 245,817
Non-controlled affiliated investments (cost of $3,782 and $3,785)		3,851	3,843
Total investments, at fair value (cost of $275,112 and $250,838)		273,706	249,660
Investments in affiliated money market fund		7,313
Cash		3,721	3,675
Interest and dividends receivable		2,288	2,332
Deferred financing costs		3,165	484
Other assets		77
Total assets		290,270	256,151
Liabilities
Debt		111,956	79,443
Interest and other debt expenses payable		527	399
Management fees payable		497	393
Distribution payable			3,574
Accrued expenses and other liabilities		682	686
Total liabilities		113,662	84,495
Commitments and contingencies (Note 7)
Net assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized and no shares issued and outstanding)
Common stock, par value $0.001 per share (200,000,000 shares authorized, 9,467,668 and 9,405,496 shares issued and outstanding as of March 31, 2023 and December 31, 2022)		9	9
Paid-in capital in excess of par		174,700	173,555
Distributable earnings (loss)		1,899	(1,908)
Total net assets		176,608	171,656
Total liabilities and net assets		$ 290,270	$ 256,151
Net asset value per share	[1]	$ 18.65	$ 18.25

[1] The per share data was derived by using the weighted average share outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per share for the applicable period.

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Consolidated Statements of Assets and Liabilities (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Non-controlled/non-affiliated investments	$ 271,330	$ 247,053
Non-controlled affiliated investments	3,782	3,785
Investments at cost	275,112	250,838
Investments in affiliated money market fund at cost	$ 7,313	$ 0
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	9,467,668	9,405,496
Common stock, shares outstanding	9,467,668	9,405,496

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Investment Income [Line Items]
Total investment income	$ 7,873	$ 681
Expenses:
Interest and other debt expenses	2,118	214
Management fees	497	71
Incentive fees		12
Professional fees	219	152
Directors' fees	167	120
Directors' and officers' liability insurance	17	150
Offering costs		251
Other general and administrative expenses	303	197
Total expenses	3,321	1,167
Management fee waiver		(71)
Net expenses	3,321	1,096
Net investment income (loss)	4,552	(415)
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	11
Foreign currency transactions	260
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments	(239)	23
Non-controlled affiliated investments	11
Foreign currency translations	(788)	54
Net realized and unrealized gains (losses)	(745)	77
Net increase (decrease) in net assets from operations	$ 3,807	$ (338)
Weighted average shares outstanding	9,432,437	1,761,808
Net investment income (loss) per share (basic and diluted)	$ 0.48	$ (0.24)
Earnings (loss) per share, basic	0.40	(0.19)
Earnings (loss) per share, diluted	$ 0.40	$ (0.19)
From Non-controlled/ Non-affiliated Investments
Net Investment Income [Line Items]
Interest income	$ 6,923	$ 644
Payment-in-kind income	704	20
Other income	117	16
Non-controlled Affiliated Investments
Net Investment Income [Line Items]
Interest income	97
Dividend income	28	$ 1
Other income	$ 4

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Consolidated Statements of Changes in Net Assets - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Partners' Capital [Abstract]
Net assets at beginning of period	$ 171,656	$ 26,928
Increase (decrease) in net assets from operations:
Net investment income (loss)	4,552	(415)
Net realized gain (loss)	(271)
Net change in unrealized appreciation (depreciation)	(1,016)	77
Net increase (decrease) in net assets from operations	3,807	(338)
Capital transactions:
Issuance of Common Shares	1,145	34,051
Net increase in net assets from capital transactions	1,145	34,051
Total increase in net assets	4,952	33,713
Net assets at end of period	$ 176,608	$ 60,641

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net increase (decrease) in net assets from operations	$ 3,807	$ (338)
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of investments	(23,989)	(13,175)
Payment-in- kind interest capitalized	(710)	(20)
Investments in affiliated money market fund, net	(7,313)	15,094
Proceeds from sales of investments and principal repayments	661	26
Net realized (gain) loss on investments	(11)
Net change in unrealized (appreciation) depreciation on investments	228	(23)
Net change in unrealized (appreciation) depreciation on foreign currency translation	(2)	5
Amortization of premium and accretion of discounts net	(225)	(35)
Amortization of deferred financing costs	183	68
Amortization of deferred offering costs		251
Change in operating assets and liabilities:
(Increase) decrease in interest and dividends receivable	44	(137)
(Increase) decrease in other assets	(77)	145
Increase (decrease) in interest and other debt expenses payable	147	9
Increase (decrease) in management fees payable	104
Increase (decrease) in incentive fees payable		12
Increase (decrease) in directors' fees payable		120
Increase (decrease) in accrued expenses and other liabilities	33	193
Net cash provided by (used for) operating activities	(27,120)	2,195
Cash flows from financing activities:
Proceeds from issuance of common stock	1,145	34,051
Offering costs paid	(37)	(149)
Distributions paid	(3,574)
Financing costs paid	(2,883)	(74)
Borrowings on debt	32,513	13,940
Repayments of debt		(49,000)
Net cash provided by (used for) financing activities	27,164	(1,232)
Net increase (decrease) in cash	44	963
Effect of foreign exchange rate changes on cash and cash equivalents	2	(5)
Cash, beginning of period	3,675	13,564
Cash, end of period	3,721	14,522
Supplemental Cash Flow Information [Abstract]
Interest expense paid	$ 1,643	$ 119

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Consolidated Schedule of Investments £ in Thousands, $ in Thousands, $ in Thousands		3 Months Ended		12 Months Ended
		Mar. 31, 2023 USD ($) shares		Dec. 31, 2022 USD ($) shares		Mar. 31, 2023 GBP (£) shares		Mar. 31, 2023 CAD ($) shares		Dec. 31, 2022 GBP (£) shares		Dec. 31, 2022 CAD ($) shares
Schedule Of Investments [Line Items]
Cost		$ 275,112		$ 250,838
Investment owned, percent of net assets		155.00%		145.40%		155.00%		155.00%		145.40%		145.40%
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Spotless Brands, LLC Industry Diversified Consumer Services Interest Rate 10.92% Reference Rate and Spread S + 6.50% Maturity 07/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2]			10.92%						10.92%		10.92%
Reference Rate and Spread (+)	[1],[2]			6.50%						6.50%		6.50%
Maturity	[2]			Jul. 25, 2028						Jul. 25, 2028		Jul. 25, 2028
Par (++)	[2],[3]			$ 10,725
Cost	[2]			10,407
Fair Value	[2]			$ 10,403
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Trader Corporation Industry Automobiles Interest Rate 11.40% Reference Rate and Spread C + 6.75% Maturity 12/21/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[4]			11.40%						11.40%		11.40%
Reference Rate and Spread (+)	[1],[2],[4]			6.75%						6.75%		6.75%
Maturity	[2],[4]			Dec. 21, 2029						Dec. 21, 2029		Dec. 21, 2029
Par (++)	[2],[3],[4]											$ 17,049
Cost	[2],[4]			$ 12,319
Fair Value	[2],[4]			$ 12,276
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64%, WebPT, Inc Industry Health Care Technology Reference Rate and Spread L + 6.75% Maturity 01/18/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.75%						6.75%		6.75%
Maturity	[2],[5],[6]			Jan. 18, 2028						Jan. 18, 2028		Jan. 18, 2028
Par (++)	[2],[3],[5],[6]			$ 278
Cost	[2],[5],[6]			(2)
Fair Value	[2],[5],[6]			$ (8)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% BSI3 Menu Buyer, Inc (dba Kydia) Industry Diversified Financial Services Interest Rate 10.92% Reference Rate and Spread S + 6.00% Maturity 01/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.92%				10.92%		10.92%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10]	Jan. 25, 2028				Jan. 25, 2028		Jan. 25, 2028
Par (++)	[7],[8],[10],[11]	$ 6,228
Cost	[7],[8],[10]	6,136
Fair Value	[7],[8],[10]	$ 5,917
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Coretrust Purchasing Group LLC Industry Diversified Financial Services Reference Rate and Spread S + 6.75% Maturity 10/01/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12]	Oct. 01, 2029				Oct. 01, 2029		Oct. 01, 2029
Par (++)	[7],[8],[10],[11],[12]	$ 1,932
Cost	[7],[8],[10],[12]	(27)
Fair Value	[7],[8],[10],[12]	(58)
Investment, Identifier [Axis]: Investment Common Stock - 0.45% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Initial Acquisition Date 07/06/22
Schedule Of Investments [Line Items]
Initial Acquisition Date	[2],[5],[13],[14],[15]			Jul. 06, 2022
Par/Shares (++) | shares	[2],[3],[5],[14],[15]			400						400		400
Cost	[2],[5],[14],[15]			$ 400
Fair Value	[2],[5],[14],[15]			490
Investment, Identifier [Axis]: 1st Lien/Last-Out Unitranche
Schedule Of Investments [Line Items]
Cost		6,545	[7],[16]	6,352
Fair Value		$ 6,481	[7],[16]	$ 6,295
Investment owned, percent of net assets		3.67%	[7]	3.67%		3.67%	[7]	3.67%	[7]	3.67%		3.67%
Investment, Identifier [Axis]: 1st Lien/Senior Secured Debt
Schedule Of Investments [Line Items]
Cost		$ 264,970	[7]	$ 240,889
Fair Value		$ 263,423	[7]	$ 239,700
Investment owned, percent of net assets		149.16%	[7]	139.64%		149.16%	[7]	149.16%	[7]	139.64%		139.64%
Investment, Identifier [Axis]: Common Stock
Schedule Of Investments [Line Items]
Cost		$ 670	[7]	$ 670
Fair Value		$ 787	[7]	$ 768
Investment owned, percent of net assets		0.45%	[7],[17]	0.45%		0.45%	[7],[17]	0.45%	[7],[17]	0.45%		0.45%
Investment, Identifier [Axis]: Investment 1st Lien/Last-Out Unitranche (5)- 3.67% EDB Parent, LLC (dba Enterprise DB) Industry Software Interest Rate 11.58% Reference Rate and Spread S + 7.00% Maturity 07/07/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			11.58%						11.58%		11.58%
Reference Rate and Spread (+)	[1],[2],[5]			7.00%						7.00%		7.00%
Maturity	[2],[5]			Jul. 07, 2028						Jul. 07, 2028		Jul. 07, 2028
Par (++)	[2],[3],[5]			$ 6,169
Cost	[2],[5]			6,012
Fair Value	[2],[5]			$ 6,015
Investment, Identifier [Axis]: Investment 1st Lien/Last-Out Unitranche (5)- 3.67% EDB Parent, LLC (dba Enterprise DB) Industry Software Interest Rate 11.58% Reference Rate and Spread S + 7.00% Maturity 07/07/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			11.58%						11.58%		11.58%
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.00%						7.00%		7.00%
Maturity	[2],[5],[6]			Jul. 07, 2028						Jul. 07, 2028		Jul. 07, 2028
Par (++)	[2],[3],[5],[6]			$ 2,401
Cost	[2],[5],[6]			340
Fair Value	[2],[5],[6]			$ 280
Investment, Identifier [Axis]: Investment 1st Lien/Last-Out Unitranche (9)- 3.67% EDB Parent, LLC (dba Enterprise DB) Industry Software Interest Rate 11.90% Reference Rate and Spread S + 7.00% PIK Maturity 07/07/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[16]	11.90%				11.90%		11.90%
Reference Rate and Spread (+), PIK	[7],[8],[9],[10],[16]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10],[16]	Jul. 07, 2028				Jul. 07, 2028		Jul. 07, 2028
Par (++)	[7],[8],[10],[11],[16]	$ 6,169
Cost	[7],[8],[10],[16]	6,019
Fair Value	[7],[8],[10],[16]	$ 6,015
Investment, Identifier [Axis]: Investment 1st Lien/Last-Out Unitranche (9)- 3.67% EDB Parent, LLC (dba Enterprise DB) Industry Software Interest Rate 11.90% Reference Rate and Spread S + 7.00% PIK Maturity 07/07/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12],[16]	11.90%				11.90%		11.90%
Reference Rate and Spread (+), PIK	[7],[8],[9],[10],[12],[16]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10],[12],[16]	Jul. 07, 2028				Jul. 07, 2028		Jul. 07, 2028
Par (++)	[7],[8],[10],[11],[12],[16]	$ 2,401
Cost	[7],[8],[10],[12],[16]	526
Fair Value	[7],[8],[10],[12],[16]	$ 466
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64 Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.48% Reference Rate and Spread L + 5.75% Maturity 12/21/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.48%						10.48%		10.48%
Reference Rate and Spread (+)	[1],[2],[5]			5.75%						5.75%		5.75%
Maturity	[2],[5]			Dec. 21, 2027						Dec. 21, 2027		Dec. 21, 2027
Par (++)	[2],[3],[5]			$ 2,025
Cost	[2],[5]			1,990
Fair Value	[2],[5]			$ 1,969
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64 Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.48% Reference Rate and Spread L + 5.75% Maturity 12/21/27 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.48%						10.48%		10.48%
Reference Rate and Spread (+)	[1],[2],[5]			5.75%						5.75%		5.75%
Maturity	[2],[5]			Dec. 21, 2027						Dec. 21, 2027		Dec. 21, 2027
Par (++)	[2],[3],[5]			$ 680
Cost	[2],[5]			668
Fair Value	[2],[5]			$ 661
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64 Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.48% Reference Rate and Spread L + 5.75% Maturity 12/21/27 Two
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.48%						10.48%		10.48%
Reference Rate and Spread (+)	[1],[2],[5]			5.75%						5.75%		5.75%
Maturity	[2],[5]			Dec. 21, 2027						Dec. 21, 2027		Dec. 21, 2027
Par (++)	[2],[3],[5]			$ 676
Cost	[2],[5]			664
Fair Value	[2],[5]			$ 657
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64 Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.50% Reference Rate and Spread L + 5.75% Maturity 12/21/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			10.50%						10.50%		10.50%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.75%						5.75%		5.75%
Maturity	[2],[5],[6]			Dec. 21, 2027						Dec. 21, 2027		Dec. 21, 2027
Par (++)	[2],[3],[5],[6]			$ 270
Cost	[2],[5],[6]			90
Fair Value	[2],[5],[6]			$ 87
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64 Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.54% Reference Rate and Spread L + 6.00% Maturity 12/21/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			10.54%						10.54%		10.54%
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			Dec. 21, 2027						Dec. 21, 2027		Dec. 21, 2027
Par (++)	[2],[3],[5],[6]			$ 6,200
Cost	[2],[5],[6]			572
Fair Value	[2],[5],[6]			$ 511
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64 Zarya Intermediate, LLC (dba iOFFICE) Industry Real Estate Mgmt. & Development Interest Rate 10.90% Reference Rate and Spread S + 6.50% Maturity 07/01/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.90%						10.90%		10.90%
Reference Rate and Spread (+)	[1],[2],[5]			6.50%						6.50%		6.50%
Maturity	[2],[5]			Jul. 01, 2027						Jul. 01, 2027		Jul. 01, 2027
Par (++)	[2],[3],[5]			$ 9,062
Cost	[2],[5]			9,062
Fair Value	[2],[5]			$ 8,971
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64 Zarya Intermediate, LLC (dba iOFFICE) Industry Real Estate Mgmt. & Development Reference Rate and Spread S + 6.50% Maturity 07/01/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.50%						6.50%		6.50%
Maturity	[2],[5],[6]			Jul. 01, 2027						Jul. 01, 2027		Jul. 01, 2027
Par (++)	[2],[3],[5],[6]			$ 938
Fair Value	[2],[5],[6]			$ (9)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Admiral Buyer, Inc. (dba Fidelity Payment Services) Industry Diversified Financial Services Interest Rate 10.08% Reference Rate and Spread S + 5.50% Maturity 05/08/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.08%						10.08%		10.08%
Reference Rate and Spread (+)	[1],[2],[5]			5.50%						5.50%		5.50%
Maturity	[2],[5]			May 08, 2028						May 08, 2028		May 08, 2028
Par (++)	[2],[3],[5]			$ 7,661
Cost	[2],[5]			7,521
Fair Value	[2],[5]			$ 7,508
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Admiral Buyer, Inc. (dba Fidelity Payment Services) Industry Diversified Financial Services Reference Rate and Spread S + 6.00% Maturity 05/08/28 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			May 08, 2028						May 08, 2028		May 08, 2028
Par (++)	[2],[3],[5],[6]			$ 2,070
Cost	[2],[5],[6]			(19)
Fair Value	[2],[5],[6]			$ (41)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Admiral Buyer, Inc. (dba Fidelity Payment Services) Industry Diversified Financial Services Reference Rate and Spread S + 6.00% Maturity 05/08/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			May 08, 2028						May 08, 2028		May 08, 2028
Par (++)	[2],[3],[5],[6]			$ 740
Cost	[2],[5],[6]			(13)
Fair Value	[2],[5],[6]			$ (15)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% BSI3 Menu Buyer, Inc (dba Kydia) Industry Diversified Financial Service Reference Rate and Spread S + 6.00% Maturity 01/25/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			Jan. 25, 2028						Jan. 25, 2028		Jan. 25, 2028
Par (++)	[2],[3],[5],[6]			$ 249
Cost	[2],[5],[6]			(4)
Fair Value	[2],[5],[6]			$ (10)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% BSI3 Menu Buyer, Inc (dba Kydia) Industry Diversified Financial Services Interest Rate 10.44% Reference Rate and Spread S + 6.00% Maturity 01/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.44%						10.44%		10.44%
Reference Rate and Spread (+)	[1],[2],[5]			6.00%						6.00%		6.00%
Maturity	[2],[5]			Jan. 25, 2028						Jan. 25, 2028		Jan. 25, 2028
Par (++)	[2],[3],[5]			$ 6,228
Cost	[2],[5]			6,133
Fair Value	[2],[5]			$ 5,979
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Bigchange Group Limited Industry Software Interest Rate 9.43% Reference Rate and Spread SN+6.00% Maturity 12/23/26 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[4],[5],[6]			9.43%						9.43%		9.43%
Reference Rate and Spread (+)	[1],[2],[4],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[4],[5],[6]			Dec. 23, 2026						Dec. 23, 2026		Dec. 23, 2026
Par (++) | £	[2],[3],[4],[5],[6]									£ 100
Cost	[2],[4],[5],[6]			$ 58
Fair Value	[2],[4],[5],[6]			$ 55
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Bigchange Group Limited Industry Software Interest Rate 9.43% Reference Rate and Spread SN + 6.00% Maturity 12/23/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[4],[5]			9.43%						9.43%		9.43%
Reference Rate and Spread (+)	[1],[2],[4],[5]			6.00%						6.00%		6.00%
Maturity	[2],[4],[5]			Dec. 23, 2026						Dec. 23, 2026		Dec. 23, 2026
Par (++) | £	[2],[3],[4],[5]									£ 1,400
Cost	[2],[4],[5]			$ 1,847
Fair Value	[2],[4],[5]			$ 1,654
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Bigchange Group Limited Industry Software Reference Rate and Spread SN + 6.00% Maturity 12/23/26
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[4],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[4],[5],[6]			Dec. 23, 2026						Dec. 23, 2026		Dec. 23, 2026
Par (++) | £	[2],[3],[4],[5],[6]									£ 280
Cost	[2],[4],[5],[6]			$ (6)
Fair Value	[2],[4],[5],[6]			$ (8)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Businessolver.com, Inc.Industry Health Care Technology Interest Rate 9.67% Reference Rate and Spread L + 5.50% Maturity 12/01/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			9.67%						9.67%		9.67%
Reference Rate and Spread (+)	[1],[2],[5]			5.50%						5.50%		5.50%
Maturity	[2],[5]			Dec. 01, 2027						Dec. 01, 2027		Dec. 01, 2027
Par (++)	[2],[3],[5]			$ 2,162
Cost	[2],[5]			2,144
Fair Value	[2],[5]			$ 2,141
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Businessolver.com, Inc.Industry Health Care Technology Interest Rate 9.88% Reference Rate and Spread L + 5.50% Maturity 12/01/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			9.88%						9.88%		9.88%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.50%						5.50%		5.50%
Maturity	[2],[5],[6]			Dec. 01, 2027						Dec. 01, 2027		Dec. 01, 2027
Par (++)	[2],[3],[5],[6]			$ 586
Cost	[2],[5],[6]			47
Fair Value	[2],[5],[6]			$ 44
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% CST Buyer Company (dba Intoxalock) Industry Diversified Consumer Services Interest Rate 10.97% Reference Rate and Spread S + 6.75% Maturity 11/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2]			10.97%						10.97%		10.97%
Reference Rate and Spread (+)	[1],[2]			6.75%						6.75%		6.75%
Maturity	[2]			Nov. 01, 2028						Nov. 01, 2028		Nov. 01, 2028
Par (++)	[2],[3]			$ 6,765
Cost	[2]			6,566
Fair Value	[2]			$ 6,562
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% CST Buyer Company (dba Intoxalock) Industry Diversified Consumer Services Interest Rate 10.97% Reference Rate and Spread S + 6.75% Maturity 11/01/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[6]			10.97%						10.97%		10.97%
Reference Rate and Spread (+)	[1],[2],[6]			6.75%						6.75%		6.75%
Maturity	[2],[6]			Nov. 01, 2028						Nov. 01, 2028		Nov. 01, 2028
Par (++)	[2],[3],[6]			$ 638
Cost	[2],[6]			45
Fair Value	[2],[6]			$ 45
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Checkmate Finance Merger Sub, LLC Industry Entertainment Interest Rate 11.23% Reference Rate and Spread L + 6.50% Maturity 12/31/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			11.23%						11.23%		11.23%
Reference Rate and Spread (+)	[1],[2],[5]			6.50%						6.50%		6.50%
Maturity	[2],[5]			Dec. 31, 2027						Dec. 31, 2027		Dec. 31, 2027
Par (++)	[2],[3],[5]			$ 3,639
Cost	[2],[5]			3,575
Fair Value	[2],[5]			$ 3,529
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Checkmate Finance Merger Sub, LLC Industry Entertainment Reference Rate and Spread L + 6.50% Maturity 12/31/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.50%						6.50%		6.50%
Maturity	[2],[5],[6]			Dec. 31, 2027						Dec. 31, 2027		Dec. 31, 2027
Par (++)	[2],[3],[5],[6]			$ 367
Cost	[2],[5],[6]			(6)
Fair Value	[2],[5],[6]			$ (11)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Clearcourse Partnership Acquireco Finance Limited Industry IT Services Interest Rate 10.69% Reference Rate and Spread SN + 7.25% (Incl. 0.75% PIK) Maturity 07/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[4],[5]			10.69%						10.69%		10.69%
Reference Rate and Spread (+)	[1],[2],[4],[5]			7.25%						7.25%		7.25%
Reference Rate and Spread (+), PIK	[1],[2],[4],[5]			0.75%						0.75%		0.75%
Maturity	[2],[4],[5]			Jul. 25, 2028						Jul. 25, 2028		Jul. 25, 2028
Par (++) | £	[2],[3],[4],[5]									£ 11,296
Cost	[2],[4],[5]			$ 13,280
Fair Value	[2],[4],[5]			$ 13,315
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Clearcourse Partnership Acquireco Finance Limited Industry IT Services Interest Rate 9.55% Reference Rate and Spread SN + 7.25% PIK Maturity 07/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[4],[5],[6]			9.55%						9.55%		9.55%
Reference Rate and Spread (+), PIK	[1],[2],[4],[5],[6]			7.25%						7.25%		7.25%
Maturity	[2],[4],[5],[6]			Jul. 25, 2028						Jul. 25, 2028		Jul. 25, 2028
Par (++) | £	[2],[3],[4],[5],[6]									£ 10,019
Cost	[2],[4],[5],[6]			$ 3,914
Fair Value	[2],[4],[5],[6]			$ 3,977
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% CloudBees, Inc. Industry Software Interest Rate 11.39% Reference Rate and Spread L + 7.00% (incl. 2.50% PIK) Maturity 11/24/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			11.39%						11.39%		11.39%
Reference Rate and Spread (+)	[1],[2],[5]			7.00%						7.00%		7.00%
Reference Rate and Spread (+), PIK	[1],[2],[5]			2.50%						2.50%		2.50%
Maturity	[2],[5]			Nov. 24, 2026						Nov. 24, 2026		Nov. 24, 2026
Par (++)	[2],[3],[5]			$ 3,352
Cost	[2],[5]			3,180
Fair Value	[2],[5]			$ 3,293
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% CloudBees, Inc. Industry Software Interest Rate 11.39% Reference Rate and Spread L + 7.00% (incl. 2.50% PIK) Maturity 11/24/26 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			11.39%						11.39%		11.39%
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.00%						7.00%		7.00%
Reference Rate and Spread (+), PIK	[1],[2],[5],[6]			2.50%						2.50%		2.50%
Maturity	[2],[5],[6]			Nov. 24, 2026						Nov. 24, 2026		Nov. 24, 2026
Par (++)	[2],[3],[5],[6]			$ 1,524
Cost	[2],[5],[6]			1,357
Fair Value	[2],[5],[6]			$ 1,411
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Coding Solutions Acquisition, Inc. Industry Health Care Providers & Services Interest Rate 9.82% Reference Rate and Spread S + 5.50% Maturity 05/11/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			9.82%						9.82%		9.82%
Reference Rate and Spread (+)	[1],[2],[5]			5.50%						5.50%		5.50%
Maturity	[2],[5]			May 11, 2028						May 11, 2028		May 11, 2028
Par (++)	[2],[3],[5]			$ 4,304
Cost	[2],[5]			4,224
Fair Value	[2],[5]			$ 4,196
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Coding Solutions Acquisition, Inc. Industry Health Care Providers & Services Interest Rate 9.82% Reference Rate and Spread S + 5.50% Maturity 05/11/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			9.82%						9.82%		9.82%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.50%						5.50%		5.50%
Maturity	[2],[5],[6]			May 11, 2028						May 11, 2028		May 11, 2028
Par (++)	[2],[3],[5],[6]			$ 615
Cost	[2],[5],[6]			112
Fair Value	[2],[5],[6]			$ 108
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Coding Solutions Acquisition, Inc. Industry Health Care Providers & Services Reference Rate and Spread S + 5.50% Maturity 05/11/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.50%						5.50%		5.50%
Maturity	[2],[5],[6]			May 11, 2028						May 11, 2028		May 11, 2028
Par (++)	[2],[3],[5],[6]			$ 1,294
Cost	[2],[5],[6]			(12)
Fair Value	[2],[5],[6]			$ (32)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Computer Services, Inc. Industry Diversified Financial Services Interest Rate 11.15% Reference Rate and Spread S + 6.75% Maturity 11/15/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2]			11.15%						11.15%		11.15%
Reference Rate and Spread (+)	[1],[2]			6.75%						6.75%		6.75%
Maturity	[2]			Nov. 15, 2029						Nov. 15, 2029		Nov. 15, 2029
Par (++)	[2],[3]			$ 15,867
Cost	[2]			15,396
Fair Value	[2]			$ 15,391
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Coretrust Purchasing Group LLC Industry Diversified Financial Services Interest Rate 10.84% Reference Rate and Spread S + 6.75% Maturity 10/01/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.84%						10.84%		10.84%
Reference Rate and Spread (+)	[1],[2],[5]			6.75%						6.75%		6.75%
Maturity	[2],[5]			Oct. 01, 2029						Oct. 01, 2029		Oct. 01, 2029
Par (++)	[2],[3],[5]			$ 13,269
Cost	[2],[5]			12,881
Fair Value	[2],[5]			$ 12,871
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Coretrust Purchasing Group LLC Industry Diversified Financial Services Reference Rate and Spread S + 6.75% Maturity 10/01/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.75%						6.75%		6.75%
Maturity	[2],[5],[6]			Oct. 01, 2029						Oct. 01, 2029		Oct. 01, 2029
Par (++)	[2],[3],[5],[6]			$ 1,932
Cost	[2],[5],[6]			(28)
Fair Value	[2],[5],[6]			$ (58)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Coretrust Purchasing Group LLC Industry Diversified Financial Services Reference Rate and Spread S + 6.75% Maturity 10/01/29 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.75%						6.75%		6.75%
Maturity	[2],[5],[6]			Oct. 01, 2029						Oct. 01, 2029		Oct. 01, 2029
Par (++)	[2],[3],[5],[6]			$ 1,932
Cost	[2],[5],[6]			(56)
Fair Value	[2],[5],[6]			$ (58)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% DFS Holding Company, Inc. Industry Distributors Reference Rate and Spread S + 7.00% Maturity 01/31/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[6]			7.00%						7.00%		7.00%
Maturity	[2],[6]			Jan. 31, 2029						Jan. 31, 2029		Jan. 31, 2029
Par (++)	[2],[3],[6]			$ 5,394
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% DFS Holding Company, Inc. Industry Distributors Reference Rate and Spread S + 7.00% Maturity 01/31/29 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[6]			7.00%						7.00%		7.00%
Maturity	[2],[6]			Jan. 31, 2029						Jan. 31, 2029		Jan. 31, 2029
Par (++)	[2],[3],[6]			$ 1,124
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% DFS Holding Company, Inc. Industry Distributors Reference Rate and Spread S + 7.00% Maturity 01/31/29 Two
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[6]			7.00%						7.00%		7.00%
Maturity	[2],[6]			Jan. 31, 2029						Jan. 31, 2029		Jan. 31, 2029
Par (++)	[2],[3],[6]			$ 787
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Governmentjobs.com, Inc. (dba NeoGov) Industry Software Interest Rate 9.88% Reference Rate and Spread L + 5.50% Maturity 12/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			9.88%						9.88%		9.88%
Reference Rate and Spread (+)	[1],[2],[5]			5.50%						5.50%		5.50%
Maturity	[2],[5]			Dec. 01, 2028						Dec. 01, 2028		Dec. 01, 2028
Par (++)	[2],[3],[5]			$ 4,910
Cost	[2],[5]			4,899
Fair Value	[2],[5]			$ 4,824
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Governmentjobs.com, Inc. (dba NeoGov) Industry Software Reference Rate and Spread L + 5.50% Maturity 12/01/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.50%						5.50%		5.50%
Maturity	[2],[5],[6]			Dec. 02, 2027						Dec. 02, 2027		Dec. 02, 2027
Par (++)	[2],[3],[5],[6]			$ 550
Cost	[2],[5],[6]			(1)
Fair Value	[2],[5],[6]			$ (10)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Governmentjobs.com, Inc. (dba NeoGov) Industry Software Reference Rate and Spread L + 5.50% Maturity 12/01/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.50%						5.50%		5.50%
Maturity	[2],[5],[6]			Dec. 01, 2028						Dec. 01, 2028		Dec. 01, 2028
Par (++)	[2],[3],[5],[6]			$ 1,718
Cost	[2],[5],[6]			(2)
Fair Value	[2],[5],[6]			$ (30)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HealthEdge Software, Inc. Industry Health Care Technology Interest Rate 11.74% Reference Rate and Spread L + 7.00% Maturity 04/09/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			11.74%						11.74%		11.74%
Reference Rate and Spread (+)	[1],[2],[5]			7.00%						7.00%		7.00%
Maturity	[2],[5]			Apr. 09, 2026						Apr. 09, 2026		Apr. 09, 2026
Par (++)	[2],[3],[5]			$ 4,100
Cost	[2],[5]			4,035
Fair Value	[2],[5]			$ 4,008
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HealthEdge Software, Inc. Industry Health Care Technology Interest Rate 11.74% Reference Rate and Spread L + 7.00% Maturity 04/09/26 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			11.74%						11.74%		11.74%
Reference Rate and Spread (+)	[1],[2],[5]			7.00%						7.00%		7.00%
Maturity	[2],[5]			Apr. 09, 2026						Apr. 09, 2026		Apr. 09, 2026
Par (++)	[2],[3],[5]			$ 387
Cost	[2],[5]			387
Fair Value	[2],[5]			$ 378
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HealthEdge Software, Inc. Industry Health Care Technology Reference Rate and Spread L + 7.00% Maturity 04/09/26
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.00%						7.00%		7.00%
Maturity	[2],[5],[6]			Apr. 09, 2026						Apr. 09, 2026		Apr. 09, 2026
Par (++)	[2],[3],[5],[6]			$ 400
Cost	[2],[5],[6]			(6)
Fair Value	[2],[5],[6]			$ (9)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HealthEdge Software, Inc. Industry Health Care Technology Reference Rate and Spread L + 7.00% Maturity 04/09/26 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.00%						7.00%		7.00%
Maturity	[2],[5],[6]			Apr. 09, 2026						Apr. 09, 2026		Apr. 09, 2026
Par (++)	[2],[3],[5],[6]			$ 1,100
Cost	[2],[5],[6]			(8)
Fair Value	[2],[5],[6]			$ (25)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HealthEdge Software, Inc. Industry Health Care Technology Reference Rate and Spread L + 7.00% Maturity 04/09/26 Two
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.00%						7.00%		7.00%
Maturity	[2],[5],[6]			Apr. 09, 2026						Apr. 09, 2026		Apr. 09, 2026
Par (++)	[2],[3],[5],[6]			$ 6,000
Fair Value	[2],[5],[6]			$ (135)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HumanState Limited (dba PayProp) Industry Diversified Consumer Services Interest Rate 9.43% Reference Rate and Spread SN + 6.00% Maturity 11/23/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[4]			9.43%						9.43%		9.43%
Reference Rate and Spread (+)	[1],[2],[4]			6.00%						6.00%		6.00%
Maturity	[2],[4]			Nov. 23, 2028						Nov. 23, 2028		Nov. 23, 2028
Par (++) | £	[2],[3],[4]									£ 15,000
Cost	[2],[4]			$ 17,830
Fair Value	[2],[4]			$ 17,862
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HumanState Limited (dba PayProp) Industry Diversified Consumer Services Reference Rate and Spread SN + 6.00% Maturity 11/23/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[4],[6]			6.00%						6.00%		6.00%
Maturity	[2],[4],[6]			Nov. 23, 2028						Nov. 23, 2028		Nov. 23, 2028
Par (++) | £	[2],[3],[4],[6]									£ 2,300
Cost	[2],[4],[6]			$ (83)
Fair Value	[2],[4],[6]			$ (42)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% HumanState Limited (dba PayProp) Industry Diversified Consumer Services Reference Rate and Spread SN + 6.00% Maturity 11/23/28 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[4],[6]			6.00%						6.00%		6.00%
Maturity	[2],[4],[6]			Nov. 23, 2028						Nov. 23, 2028		Nov. 23, 2028
Par (++) | £	[2],[3],[4],[6]									£ 6,460
Cost	[2],[4],[6]			$ (173)
Fair Value	[2],[4],[6]			$ (59)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Intelligent Medical Objects, Inc Industry Health Care Technology Interest Rate 10.61% Reference Rate and Spread S + 6.00% Maturity 05/11/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			10.61%						10.61%		10.61%
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			May 11, 2028						May 11, 2028		May 11, 2028
Par (++)	[2],[3],[5],[6]			$ 400
Cost	[2],[5],[6]			69
Fair Value	[2],[5],[6]			$ 68
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Intelligent Medical Objects, Inc Industry Health Care Technology Interest Rate 10.62% Reference Rate and Spread S + 6.00% Maturity 05/11/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.62%						10.62%		10.62%
Reference Rate and Spread (+)	[1],[2],[5]			6.00%						6.00%		6.00%
Maturity	[2],[5]			May 11, 2029						May 11, 2029		May 11, 2029
Par (++)	[2],[3],[5]			$ 3,616
Cost	[2],[5]			3,549
Fair Value	[2],[5]			$ 3,544
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Intelligent Medical Objects, Inc Industry Health Care Technology Reference Rate and Spread S + 6.00% Maturity 05/11/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			May 11, 2029						May 11, 2029		May 11, 2029
Par (++)	[2],[3],[5],[6]			$ 900
Cost	[2],[5],[6]			(8)
Fair Value	[2],[5],[6]			$ (18)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Kaseya Inc. Industry IT Services Interest Rate 10.33% Reference Rate and Spread S + 5.75% Maturity 06/25/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.33%						10.33%		10.33%
Reference Rate and Spread (+)	[1],[2],[5]			5.75%						5.75%		5.75%
Maturity	[2],[5]			Jun. 25, 2029						Jun. 25, 2029		Jun. 25, 2029
Par (++)	[2],[3],[5]			$ 5,800
Cost	[2],[5]			5,718
Fair Value	[2],[5]			$ 5,713
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Kaseya Inc. Industry IT Services Reference Rate and Spread S + 5.75% Maturity 06/25/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.75%						5.75%		5.75%
Maturity	[2],[5],[6]			Jun. 25, 2029						Jun. 25, 2029		Jun. 25, 2029
Par (++)	[2],[3],[5],[6]			$ 350
Cost	[2],[5],[6]			(2)
Fair Value	[2],[5],[6]			$ (5)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Kaseya Inc. Industry IT Services Reference Rate and Spread S + 5.75% Maturity 06/25/29 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.75%						5.75%		5.75%
Maturity	[2],[5],[6]			Jun. 25, 2029						Jun. 25, 2029		Jun. 25, 2029
Par (++)	[2],[3],[5],[6]			$ 350
Cost	[2],[5],[6]			(5)
Fair Value	[2],[5],[6]			$ (5)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Kaseya Inc. Industry IT Services Reference Rate and Spread S + 5.75% Maturity 06/25/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10],[12]	Jun. 25, 2029				Jun. 25, 2029		Jun. 25, 2029
Par (++)	[7],[8],[10],[11],[12]	$ 350
Cost	[7],[8],[10],[12]	(2)
Fair Value	[7],[8],[10],[12]	$ (5)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% LCG Vardiman Black, LLC (dba Specialty Dental Brands) Industry Health Care Providers & Services Interest Rate 11.22% Reference Rate and Spread S + 7.00% Maturity 03/18/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			11.22%						11.22%		11.22%
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.00%						7.00%		7.00%
Maturity	[2],[5],[6]			Mar. 18, 2027						Mar. 18, 2027		Mar. 18, 2027
Par (++)	[2],[3],[5],[6]			$ 9,684
Cost	[2],[5],[6]			8,450
Fair Value	[2],[5],[6]			$ 8,442
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% MerchantWise Solutions, LLC (dba HungerRush) Industry Diversified Financial Services Interest Rate 10.63% Reference Rate and Spread S + 6.00% Maturity 06/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			10.63%						10.63%		10.63%
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			Jun. 01, 2028						Jun. 01, 2028		Jun. 01, 2028
Par (++)	[2],[3],[5],[6]			$ 1,714
Cost	[2],[5],[6]			1,116
Fair Value	[2],[5],[6]			$ 1,106
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% MerchantWise Solutions, LLC (dba HungerRush) Industry Diversified Financial Services Interest Rate 9.31% Reference Rate and Spread S + 6.00% Maturity 06/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			9.31%						9.31%		9.31%
Reference Rate and Spread (+)	[1],[2],[5]			6.00%						6.00%		6.00%
Maturity	[2],[5]			Jun. 01, 2028						Jun. 01, 2028		Jun. 01, 2028
Par (++)	[2],[3],[5]			$ 6,825
Cost	[2],[5]			6,699
Fair Value	[2],[5]			$ 6,620
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% MerchantWise Solutions, LLC (dba HungerRush) Industry Diversified Financial Services Reference Rate and Spread S + 6.00% Maturity 06/01/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6]			Jun. 01, 2028						Jun. 01, 2028		Jun. 01, 2028
Par (++)	[2],[3],[5],[6]			$ 857
Cost	[2],[5],[6]			(16)
Fair Value	[2],[5],[6]			$ (26)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Millstone Medical Outsourcing, LLC Industry Health Care Providers & Services Interest Rate 10.87% Reference Rate and Spread S + 6.00% Maturity 12/15/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.87%						10.87%		10.87%
Reference Rate and Spread (+)	[1],[2],[5]			6.00%						6.00%		6.00%
Maturity	[2],[5]			Dec. 15, 2027						Dec. 15, 2027		Dec. 15, 2027
Par (++)	[2],[3],[5]			$ 5,180
Cost	[2],[5]			5,026
Fair Value	[2],[5]			$ 5,076
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Millstone Medical Outsourcing, LLC Industry Health Care Providers & Services Interest Rate 10.87% Reference Rate and Spread S + 6.00% Maturity 12/15/27 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.87%						10.87%		10.87%
Reference Rate and Spread (+)	[1],[2],[5]			6.00%						6.00%		6.00%
Maturity	[2],[5]			Dec. 15, 2027						Dec. 15, 2027		Dec. 15, 2027
Par (++)	[2],[3],[5]			$ 1,196
Cost	[2],[5]			1,175
Fair Value	[2],[5]			$ 1,172
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Millstone Medical Outsourcing, LLC Industry Health Care Providers & Services Interest Rate 12.5% Reference Rate and Spread P + 5.00% Maturity 12/15/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			12.50%						12.50%		12.50%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.00%						5.00%		5.00%
Maturity	[2],[5],[6]			Dec. 15, 2027						Dec. 15, 2027		Dec. 15, 2027
Par (++)	[2],[3],[5],[6]			$ 259
Cost	[2],[5],[6]			47
Fair Value	[2],[5],[6]			$ 47
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Millstone Medical Outsourcing, LLC Industry Health Care Providers & Services Interest Rate 13.00% Reference Rate and Spread P + 5.00% Maturity 12/15/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	13.00%				13.00%		13.00%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.00%				5.00%		5.00%
Maturity	[7],[8],[10],[12]	Dec. 15, 2027				Dec. 15, 2027		Dec. 15, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 259
Cost	[7],[8],[10],[12]	48
Fair Value	[7],[8],[10],[12]	$ 47
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% NFM & J, L.P. (dba the Facilities Group) Industry Professional Services Interest Rate 10.13% Reference Rate and Spread L + 5.75% Maturity 11/30/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.13%						10.13%		10.13%
Reference Rate and Spread (+)	[1],[2],[5]			5.75%						5.75%		5.75%
Maturity	[2],[5]			Nov. 30, 2027						Nov. 30, 2027		Nov. 30, 2027
Par (++)	[2],[3],[5]			$ 1,993
Cost	[2],[5]			1,960
Fair Value	[2],[5]			$ 1,934
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% NFM & J, L.P. (dba the Facilities Group) Industry Professional Services Interest Rate 10.27% Reference Rate and Spread L + 5.75% Maturity 11/30/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			10.27%						10.27%		10.27%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.75%						5.75%		5.75%
Maturity	[2],[5],[6]			Nov. 30, 2027						Nov. 30, 2027		Nov. 30, 2027
Par (++)	[2],[3],[5],[6]			$ 2,024
Cost	[2],[5],[6]			1,634
Fair Value	[2],[5],[6]			$ 1,606
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% NFM & J, L.P. (dba the Facilities Group) Industry Professional Services Reference Rate and Spread L + 5.75% Maturity 11/30/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.75%						5.75%		5.75%
Maturity	[2],[5],[6]			Nov. 30, 2027						Nov. 30, 2027		Nov. 30, 2027
Par (++)	[2],[3],[5],[6]			$ 349
Cost	[2],[5],[6]			(6)
Fair Value	[2],[5],[6]			$ (11)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Interest Rate 12.53% Reference Rate and Spread S + 7.50% Maturity 07/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			12.53%						12.53%		12.53%
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.50%						7.50%		7.50%
Maturity	[2],[5],[6]			Jul. 18, 2028						Jul. 18, 2028		Jul. 18, 2028
Par (++)	[2],[3],[5],[6]			$ 880
Cost	[2],[5],[6]			407
Fair Value	[2],[5],[6]			$ 389
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Interest Rate 12.54% Reference Rate and Spread S + 7.50% Maturity 07/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			12.54%						12.54%		12.54%
Reference Rate and Spread (+)	[1],[2],[5]			7.50%						7.50%		7.50%
Maturity	[2],[5]			Jul. 18, 2028						Jul. 18, 2028		Jul. 18, 2028
Par (++)	[2],[3],[5]			$ 7,810
Cost	[2],[5]			7,663
Fair Value	[2],[5]			$ 7,654
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Interest Rate 12.54% Reference Rate and Spread S + 7.50% Maturity 07/18/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			12.54%						12.54%		12.54%
Reference Rate and Spread (+)	[1],[2],[5]			7.50%						7.50%		7.50%
Maturity	[2],[5]			Jul. 18, 2028						Jul. 18, 2028		Jul. 18, 2028
Par (++)	[2],[3],[5]			$ 770
Cost	[2],[5]			763
Fair Value	[2],[5]			$ 755
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Reference Rate and Spread S + 6.75% Maturity 07/18/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.75%						6.75%		6.75%
Maturity	[2],[5],[6]			Jul. 18, 2028						Jul. 18, 2028		Jul. 18, 2028
Par (++)	[2],[3],[5],[6]			$ 605
Cost	[2],[5],[6]			(11)
Fair Value	[2],[5],[6]			$ (12)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Reference Rate and Spread S + 6.75% Maturity 07/18/28 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.75%						6.75%		6.75%
Maturity	[2],[5],[6]			Jul. 18, 2028						Jul. 18, 2028		Jul. 18, 2028
Par (++)	[2],[3],[5],[6]			$ 880
Cost	[2],[5],[6]			(8)
Fair Value	[2],[5],[6]			$ (18)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Qualawash Holdings, LLC Industry Commercial Services & Supplies Interest Rate 9.44% Reference Rate and Spread L + 5.50% Maturity 08/31/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			9.44%						9.44%		9.44%
Reference Rate and Spread (+)	[1],[2],[5]			5.50%						5.50%		5.50%
Maturity	[2],[5]			Aug. 31, 2026						Aug. 31, 2026		Aug. 31, 2026
Par (++)	[2],[3],[5]			$ 2,915
Cost	[2],[5]			2,877
Fair Value	[2],[5]			$ 2,857
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Qualawash Holdings, LLC Industry Commercial Services & Supplies Interest Rate 9.89% Reference Rate and Spread L + 5.50% Maturity 08/31/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			9.89%						9.89%		9.89%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.50%						5.50%		5.50%
Maturity	[2],[5],[6]			Aug. 31, 2026						Aug. 31, 2026		Aug. 31, 2026
Par (++)	[2],[3],[5],[6]			$ 735
Cost	[2],[5],[6]			598
Fair Value	[2],[5],[6]			$ 591
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Qualawash Holdings, LLC Industry Commercial Services & Supplies Reference Rate and Spread L + 5.50% Maturity 08/31/26
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.50%						5.50%		5.50%
Maturity	[2],[5],[6]			Aug. 31, 2026						Aug. 31, 2026		Aug. 31, 2026
Par (++)	[2],[3],[5],[6]			$ 736
Cost	[2],[5],[6]			(9)
Fair Value	[2],[5],[6]			$ (15)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Rubrik,Inc Industry Software Interest Rate 10.75% Reference Rate and Spread S + 6.50% Maturity 06/10/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.75%						10.75%		10.75%
Reference Rate and Spread (+)	[1],[2],[5]			6.50%						6.50%		6.50%
Maturity	[2],[5]			Jun. 10, 2027						Jun. 10, 2027		Jun. 10, 2027
Par (++)	[2],[3],[5],[6]			$ 11,126
Cost	[2],[5]			10,923
Fair Value	[2],[5]			$ 10,903
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Rubrik,Inc Industry Software Interest Rate 11.45% Reference Rate and Spread S + 7.00% Maturity 06/10/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			11.45%						11.45%		11.45%
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.00%						7.00%		7.00%
Maturity	[2],[5],[6]			Jun. 10, 2027						Jun. 10, 2027		Jun. 10, 2027
Par (++)	[2],[3],[5],[6]			$ 1,272
Cost	[2],[5],[6]			541
Fair Value	[2],[5],[6]			$ 515
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Interest Rate 10.44% Reference Rate and Spread S + 6.00% Maturity 07/06/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[15]			10.44%						10.44%		10.44%
Reference Rate and Spread (+)	[1],[2],[5],[15]			6.00%						6.00%		6.00%
Maturity	[2],[5],[15]			Jul. 06, 2027						Jul. 06, 2027		Jul. 06, 2027
Par (++)	[2],[3],[5],[15]			$ 3,483
Cost	[2],[5],[15]			3,418
Fair Value	[2],[5],[15]			$ 3,413
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Reference Rate and Spread S + 6.00% Maturity 07/06/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6],[15]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6],[15]			Jul. 06, 2027						Jul. 06, 2027		Jul. 06, 2027
Par (++)	[2],[3],[5],[6],[15]			$ 600
Cost	[2],[5],[6],[15]			(11)
Fair Value	[2],[5],[6],[15]			$ (12)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Reference Rate and Spread S + 6.00% Maturity 07/06/27 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6],[15]			6.00%						6.00%		6.00%
Maturity	[2],[5],[6],[15]			Jul. 06, 2027						Jul. 06, 2027		Jul. 06, 2027
Par (++)	[2],[3],[5],[6],[15]			$ 2,400
Cost	[2],[5],[6],[15]			(22)
Fair Value	[2],[5],[6],[15]			$ (48)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% SpendMend, LLC Industry Health Care Providers & Services Interest Rate 10.17% Reference Rate and Spread S + 5.75% Maturity 03/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.17%						10.17%		10.17%
Reference Rate and Spread (+)	[1],[2],[5]			5.75%						5.75%		5.75%
Maturity	[2],[5]			Mar. 01, 2028						Mar. 01, 2028		Mar. 01, 2028
Par (++)	[2],[3],[5]			$ 3,472
Cost	[2],[5]			3,418
Fair Value	[2],[5]			$ 3,386
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% SpendMend, LLC Industry Health Care Providers & Services Interest Rate 10.17% Reference Rate and Spread S + 5.75% Maturity 03/01/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			10.17%						10.17%		10.17%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.75%						5.75%		5.75%
Maturity	[2],[5],[6]			Mar. 01, 2028						Mar. 01, 2028		Mar. 01, 2028
Par (++)	[2],[3],[5],[6]			$ 1,518
Cost	[2],[5],[6]			595
Fair Value	[2],[5],[6]			$ 574
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% SpendMend, LLC Industry Health Care Providers & Services Interest Rate 10.17% Reference Rate and Spread S + 5.75% Maturity 03/01/28 Two
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			10.17%						10.17%		10.17%
Reference Rate and Spread (+)	[1],[2],[5],[6]			5.75%						5.75%		5.75%
Maturity	[2],[5],[6]			Mar. 01, 2028						Mar. 01, 2028		Mar. 01, 2028
Par (++)	[2],[3],[5],[6]			$ 456
Cost	[2],[5],[6]			54
Fair Value	[2],[5],[6]			$ 49
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Spotless Brands, LLC Industry Diversified Consumer Services Reference Rate and Spread S + 6.50% Maturity 07/25/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[6]			6.50%						6.50%		6.50%
Maturity	[2],[6]			Jul. 25, 2028						Jul. 25, 2028		Jul. 25, 2028
Par (++)	[2],[3],[6]			$ 1,650
Cost	[2],[6]			(24)
Fair Value	[2],[6]			$ (25)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% Trader Corporation Industry Automobiles Reference Rate and Spread C + 6.75% Maturity 12/22/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[4],[6]			6.75%						6.75%		6.75%
Maturity	[2],[4],[6]			Dec. 22, 2028						Dec. 22, 2028		Dec. 22, 2028
Par (++)	[2],[3],[4],[6]											$ 1,279
Cost	[2],[4],[6]			$ (15)
Fair Value	[2],[4],[6]			$ (24)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% iCIMS, Inc. Industry Professional Services Interest Rate 11.52% Reference Rate and Spread S + 7.25% (Incl. 3.88% PIK) Maturity 08/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			11.52%						11.52%		11.52%
Reference Rate and Spread (+)	[1],[2],[5]			7.25%						7.25%		7.25%
Reference Rate and Spread (+), PIK	[1],[2],[5]			3.88%						3.88%		3.88%
Maturity	[2],[5]			Aug. 18, 2028						Aug. 18, 2028		Aug. 18, 2028
Par (++)	[2],[3],[5]			$ 17,885
Cost	[2],[5]			17,587
Fair Value	[2],[5]			$ 17,572
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% iCIMS, Inc. Industry Professional Services Reference Rate and Spread S + 7.25% (Incl. 3.88% PIK) Maturity 08/18/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.25%						7.25%		7.25%
Reference Rate and Spread (+), PIK	[1],[2],[5],[6]			3.88%						3.88%		3.88%
Maturity	[2],[5],[6]			Aug. 18, 2028						Aug. 18, 2028		Aug. 18, 2028
Par (++)	[2],[3],[5],[6]			$ 1,703
Cost	[2],[5],[6]			(28)
Fair Value	[2],[5],[6]			$ (30)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% iCIMS, Inc. Industry Professional Services Reference Rate and Spread S + 7.25% Maturity 08/18/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[5],[6]			7.25%						7.25%		7.25%
Maturity	[2],[5],[6]			Aug. 18, 2028						Aug. 18, 2028		Aug. 18, 2028
Par (++)	[2],[3],[5],[6]			$ 4,751
Fair Value	[2],[5],[6]			$ (83)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% iWave Information Systems, Inc. Industry Software Interest Rate 11.22% Reference Rate and Spread S + 6.75% Maturity 11/23/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[4]			11.22%						11.22%		11.22%
Reference Rate and Spread (+)	[1],[2],[4]			6.75%						6.75%		6.75%
Maturity	[2],[4]			Nov. 23, 2028						Nov. 23, 2028		Nov. 23, 2028
Par (++)	[2],[3],[4]			$ 8,913
Cost	[2],[4]			8,693
Fair Value	[2],[4]			$ 8,690
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64% iWave Information Systems, Inc. Industry Software Reference Rate and Spread S + 6.75% Maturity 11/23/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[1],[2],[4],[6]			6.75%						6.75%		6.75%
Maturity	[2],[4],[6]			Nov. 23, 2028						Nov. 23, 2028		Nov. 23, 2028
Par (++)	[2],[3],[4],[6]			$ 1,087
Cost	[2],[4],[6]			(27)
Fair Value	[2],[4],[6]			$ (27)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64%, WebPT, Inc Industry Health Care Technology Interest Rate 10.98% Reference Rate and Spread L + 6.75% Maturity 01/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5]			10.98%						10.98%		10.98%
Reference Rate and Spread (+)	[1],[2],[5]			6.75%						6.75%		6.75%
Maturity	[2],[5]			Jan. 18, 2028						Jan. 18, 2028		Jan. 18, 2028
Par (++)	[2],[3],[5]			$ 3,255
Cost	[2],[5]			3,213
Fair Value	[2],[5]			$ 3,158
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 139.64%, WebPT, Inc Industry Health Care Technology Interest Rate 11.26% Reference Rate and Spread L + 6.75% Maturity 01/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[1],[2],[5],[6]			11.26%						11.26%		11.26%
Reference Rate and Spread (+)	[1],[2],[5],[6]			6.75%						6.75%		6.75%
Maturity	[2],[5],[6]			Jan. 18, 2028						Jan. 18, 2028		Jan. 18, 2028
Par (++)	[2],[3],[5],[6]			$ 278
Cost	[2],[5],[6]			104
Fair Value	[2],[5],[6]			$ 99
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Admiral Buyer, Inc. (dba Fidelity Payment Services) Industry Diversified Financial Services Interest Rate 10.40% Reference Rate and Spread S+5.50% Maturity 05/08/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.40%				10.40%		10.40%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10]	May 08, 2028				May 08, 2028		May 08, 2028
Par (++)	[7],[8],[10],[11]	$ 7,642
Cost	[7],[8],[10]	7,507
Fair Value	[7],[8],[10]	$ 7,489
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Admiral Buyer, Inc. (dba Fidelity Payment Services) Industry Diversified Financial Services Reference Rate and Spread S+5.50% Maturity 05/08/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	May 08, 2028				May 08, 2028		May 08, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 740
Cost	[7],[8],[10],[12]	(13)
Fair Value	[7],[8],[10],[12]	$ (15)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Admiral Buyer, Inc. (dba Fidelity Payment Services) Industry Diversified Financial Services Reference Rate and Spread S+5.50% Maturity 05/08/28 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	May 08, 2028				May 08, 2028		May 08, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 2,070
Cost	[7],[8],[10],[12]	(18)
Fair Value	[7],[8],[10],[12]	$ (41)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% BSI3 Menu Buyer, Inc (dba Kydia) Industry Diversified Financial Services Reference Rate and Spread S + 6.00% Maturity 01/25/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12]	Jan. 25, 2028				Jan. 25, 2028		Jan. 25, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 249
Cost	[7],[8],[10],[12]	(4)
Fair Value	[7],[8],[10],[12]	$ (12)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Bigchange Group Limited Industry Health Care Technology Interest Rate 10.66% Reference Rate and Spread L +5.50% Maturity 12/01/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.66%				10.66%		10.66%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10]	Dec. 01, 2027				Dec. 01, 2027		Dec. 01, 2027
Par (++)	[7],[8],[10],[11]	$ 2,157
Cost	[7],[8],[10]	2,139
Fair Value	[7],[8],[10]	$ 2,135
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Bigchange Group Limited Industry Software Interest Rate 10.05% Reference Rate and Spread SN+6.00% Maturity 12/23/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[18]	10.05%				10.05%		10.05%
Reference Rate and Spread (+)	[7],[8],[9],[10],[18]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[18]	Dec. 23, 2026				Dec. 23, 2026		Dec. 23, 2026
Par (++) | £	[7],[8],[10],[11],[18]					£ 1,400
Cost	[7],[8],[10],[18]	$ 1,849
Fair Value	[7],[8],[10],[18]	$ 1,688
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Bigchange Group Limited Industry Software Interest Rate 9.93% Reference Rate and Spread SN+6.00% Maturity 12/23/26 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12],[18]	9.93%				9.93%		9.93%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[18]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12],[18]	Dec. 23, 2026				Dec. 23, 2026		Dec. 23, 2026
Par (++) | £	[7],[8],[10],[11],[12],[18]					£ 200
Cost	[7],[8],[10],[12],[18]	$ 172
Fair Value	[7],[8],[10],[12],[18]	$ 169
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Bigchange Group Limited Industry Software Reference Rate and Spread SN+6.00% Maturity 12/23/26
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[18]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12],[18]	Dec. 23, 2026				Dec. 23, 2026		Dec. 23, 2026
Par (++) | £	[7],[8],[10],[11],[12],[18]					£ 280
Cost	[7],[8],[10],[12],[18]	$ (6)
Fair Value	[7],[8],[10],[12],[18]	$ (8)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Businessolver.com, Inc. Industry Health Care Technology Interest Rate 9.88% Reference Rate and Spread L + 5.50% Maturity 12/01/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	9.88%				9.88%		9.88%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	Dec. 01, 2027				Dec. 01, 2027		Dec. 01, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 586
Cost	[7],[8],[10],[12]	48
Fair Value	[7],[8],[10],[12]	$ 44
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% CST Buyer Company (dba Intoxalock) Industry Diversified Consumer Services Interest Rate 11.66% Reference Rate and Spread S + 6.75% Maturity 11/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.66%				11.66%		11.66%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10]	Nov. 01, 2028				Nov. 01, 2028		Nov. 01, 2028
Par (++)	[7],[8],[10],[11]	$ 6,748
Cost	[7],[8],[10]	6,556
Fair Value	[7],[8],[10]	$ 6,545
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% CST Buyer Company (dba Intoxalock) Industry Diversified Consumer Services Interest Rate 11.66% Reference Rate and Spread S + 6.75% Maturity 11/01/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	11.66%				11.66%		11.66%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12]	Nov. 01, 2028				Nov. 01, 2028		Nov. 01, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 638
Cost	[7],[8],[10],[12]	46
Fair Value	[7],[8],[10],[12]	$ 45
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Checkmate Finance Merger Sub, LLC Industry Entertainment Interest Rate 11.66% Reference Rate and Spread L + 6.50% Maturity 12/31/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.66%				11.66%		11.66%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.50%				6.50%		6.50%
Maturity	[7],[8],[10]	Dec. 31, 2027				Dec. 31, 2027		Dec. 31, 2027
Par (++)	[7],[8],[10],[11]	$ 3,629
Cost	[7],[8],[10]	3,569
Fair Value	[7],[8],[10]	$ 3,520
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Checkmate Finance Merger Sub, LLC Industry Entertainment Reference Rate and Spread L + 6.50% Maturity 12/31/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.50%				6.50%		6.50%
Maturity	[7],[8],[10],[12]	Dec. 31, 2027				Dec. 31, 2027		Dec. 31, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 367
Cost	[7],[8],[10],[12]	(6)
Fair Value	[7],[8],[10],[12]	$ (11)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Clearcourse Partnership Acquireco Finance Limited Industry IT Services Interest Rate 11.43% Reference Rate and Spread SN + 7.50% Maturity 07/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12],[18]	11.43%				11.43%		11.43%
Reference Rate and Spread (+), PIK	[7],[8],[9],[10],[12],[18]	7.50%				7.50%		7.50%
Maturity	[7],[8],[10],[12],[18]	Jul. 25, 2028				Jul. 25, 2028		Jul. 25, 2028
Par (++) | £	[7],[8],[10],[11],[12],[18]					£ 10,106
Cost	[7],[8],[10],[12],[18]	$ 5,205
Fair Value	[7],[8],[10],[12],[18]	$ 5,368
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Clearcourse Partnership Acquireco Finance Limited Industry IT Services Interest Rate 12.18% Reference Rate and Spread SN + 8.25% (Incl. 0.75% PIK) Maturity 07/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[18]	12.18%				12.18%		12.18%
Reference Rate and Spread (+)	[7],[8],[9],[10],[18]	8.25%				8.25%		8.25%
Reference Rate and Spread (+), PIK	[7],[8],[9],[10],[18]	0.75%				0.75%		0.75%
Maturity	[7],[8],[10],[18]	Jul. 25, 2028				Jul. 25, 2028		Jul. 25, 2028
Par (++) | £	[7],[8],[10],[11],[18]					£ 11,609
Cost	[7],[8],[10],[18]	$ 13,679
Fair Value	[7],[8],[10],[18]	$ 13,963
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% CloudBees, Inc. Industry Software Interest Rate 11.84% Reference Rate and Spread L + 7.00% (incl. 2.50% PIK) Maturity 11/24/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.84%				11.84%		11.84%
Reference Rate and Spread (+)	[7],[8],[9],[10]	7.00%				7.00%		7.00%
Reference Rate and Spread (+), PIK	[7],[8],[9],[10]	2.50%				2.50%		2.50%
Maturity	[7],[8],[10]	Nov. 24, 2026				Nov. 24, 2026		Nov. 24, 2026
Par (++)	[7],[8],[10],[11]	$ 3,373
Cost	[7],[8],[10]	3,210
Fair Value	[7],[8],[10]	$ 3,314
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% CloudBees, Inc. Industry Software Interest Rate 11.84% Reference Rate and Spread L + 7.00% (incl. 2.50% PIK) Maturity 11/24/26 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	11.84%				11.84%		11.84%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.00%				7.00%		7.00%
Reference Rate and Spread (+), PIK	[7],[8],[9],[10],[12]	2.50%				2.50%		2.50%
Maturity	[7],[8],[10],[12]	Nov. 24, 2026				Nov. 24, 2026		Nov. 24, 2026
Par (++)	[7],[8],[10],[11],[12]	$ 1,533
Cost	[7],[8],[10],[12]	1,370
Fair Value	[7],[8],[10],[12]	$ 1,420
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Coding Solutions Acquisition, Inc. Industry Health Care Providers & Services Interest Rate 10.29% Reference Rate and Spread S + 5.50% Maturity 05/11/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.29%				10.29%		10.29%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	May 11, 2028				May 11, 2028		May 11, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 615
Cost	[7],[8],[10],[12]	174
Fair Value	[7],[8],[10],[12]	$ 169
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Coding Solutions Acquisition, Inc. Industry Health Care Providers & Services Interest Rate 10.31% Reference Rate and Spread S + 5.50% Maturity 05/11/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.31%				10.31%		10.31%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10]	May 11, 2028				May 11, 2028		May 11, 2028
Par (++)	[7],[8],[10],[11]	$ 4,293
Cost	[7],[8],[10]	4,216
Fair Value	[7],[8],[10]	$ 4,186
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Coding Solutions Acquisition, Inc. Industry Health Care Providers & Services Reference Rate and Spread S + 5.50% Maturity 05/11/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	May 11, 2028				May 11, 2028		May 11, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 1,294
Cost	[7],[8],[10],[12]	(11)
Fair Value	[7],[8],[10],[12]	$ (32)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Computer Services, Inc. Industry Diversified Financial Services Interest Rate 11.66% Reference Rate and Spread S + 6.75% Maturity 11/15/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.66%				11.66%		11.66%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10]	Nov. 15, 2029				Nov. 15, 2029		Nov. 15, 2029
Par (++)	[7],[8],[10],[11]	$ 15,867
Cost	[7],[8],[10]	15,408
Fair Value	[7],[8],[10]	$ 15,391
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Coretrust Purchasing Group LLC Industry Diversified Financial Services Interest Rate 11.56% Reference Rate and Spread S + 6.75% Maturity 10/01/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.56%				11.56%		11.56%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10]	Oct. 01, 2029				Oct. 01, 2029		Oct. 01, 2029
Par (++)	[7],[8],[10],[11]	$ 13,236
Cost	[7],[8],[10]	12,858
Fair Value	[7],[8],[10]	$ 12,839
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Coretrust Purchasing Group LLC Industry Diversified Financial Services Reference Rate and Spread S + 6.75% Maturity 10/01/29 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12]	Oct. 01, 2029				Oct. 01, 2029		Oct. 01, 2029
Par (++)	[7],[8],[10],[11],[12]	$ 1,932
Cost	[7],[8],[10],[12]	(54)
Fair Value	[7],[8],[10],[12]	$ (58)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% DFS Holding Company, Inc. Industry Distributors Interest Rate 11.66% Reference Rate and Spread S + 7.00% Maturity 01/31/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9]	11.66%				11.66%		11.66%
Reference Rate and Spread (+)	[7],[8],[9]	7.00%				7.00%		7.00%
Maturity	[7],[8]	Jan. 31, 2029				Jan. 31, 2029		Jan. 31, 2029
Par (++)	[7],[8],[11]	$ 4,164
Cost	[7],[8]	4,041
Fair Value	[7],[8]	$ 4,101
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% DFS Holding Company, Inc. Industry Distributors Reference Rate and Spread S + 7.00% Maturity 01/31/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[12]	7.00%				7.00%		7.00%
Maturity	[7],[8],[12]	Jan. 31, 2029				Jan. 31, 2029		Jan. 31, 2029
Par (++)	[7],[8],[11],[12]	$ 867
Cost	[7],[8],[12]	(13)
Fair Value	[7],[8],[12]	$ (13)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Frontgrade Technologies Holdings Inc Industry Aerospace & Defense Interest Rate 11.65% Reference Rate and Spread S + 6.75% Maturity 01/09/30
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9]	11.65%				11.65%		11.65%
Reference Rate and Spread (+)	[7],[8],[9]	6.75%				6.75%		6.75%
Maturity	[7],[8]	Jan. 09, 2030				Jan. 09, 2030		Jan. 09, 2030
Par (++)	[7],[8],[11]	$ 7,754
Cost	[7],[8]	7,526
Fair Value	[7],[8]	$ 7,521
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Frontgrade Technologies Holdings Inc Industry Aerospace & Defense Reference Rate and Spread S + 6.75% Maturity 01/09/28
Schedule Of Investments [Line Items]
Maturity	[7],[8],[12]	Jan. 09, 2028				Jan. 09, 2028		Jan. 09, 2028
Par (++)	[7],[8],[11],[12]	$ 802
Cost	[7],[8],[12]	(23)
Fair Value	[7],[8],[12]	$ (24)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Frontgrade Technologies Holdings Inc. Industry Aerospace & Defense Reference Rate and Spread S + 6.75% Maturity 01/09/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[12]	6.75%				6.75%		6.75%
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Governmentjobs.com, Inc. (dba NeoGov) Industry Software Interest Rate 10.41% Reference Rate and Spread L + 5.50% Maturity 12/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.41%				10.41%		10.41%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10]	Dec. 01, 2028				Dec. 01, 2028		Dec. 01, 2028
Par (++)	[7],[8],[10],[11]	$ 4,897
Cost	[7],[8],[10]	4,887
Fair Value	[7],[8],[10]	$ 4,812
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Governmentjobs.com, Inc. (dba NeoGov) Industry Software Reference Rate and Spread S + 5.50% Maturity 12/02/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	Dec. 02, 2027				Dec. 02, 2027		Dec. 02, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 550
Cost	[7],[8],[10],[12]	(1)
Fair Value	[7],[8],[10],[12]	$ (10)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Governmentjobs.com, Inc. (dba NeoGov) Software Reference Rate and Spread L + 5.50% Maturity 12/01/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	Dec. 01, 2028				Dec. 01, 2028		Dec. 01, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 1,718
Cost	[7],[8],[10],[12]	(2)
Fair Value	[7],[8],[10],[12]	$ (30)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Groundworks, LLC Industry Diversified Consumer Services Interest Rate 11.36% Reference Rate and Spread L + 6.50% Maturity 03/14/30
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9]	11.36%				11.36%		11.36%
Reference Rate and Spread (+)	[7],[8],[9]	6.50%				6.50%		6.50%
Maturity	[7],[8]	Mar. 14, 2030				Mar. 14, 2030		Mar. 14, 2030
Par (++)	[7],[8],[11]	$ 1,867
Cost	[7],[8]	1,811
Fair Value	[7],[8]	$ 1,811
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Groundworks, LLC Industry Diversified Consumer Services Reference Rate and Spread S + 6.50% Maturity 03/14/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[12]	6.50%				6.50%		6.50%
Maturity	[7],[8],[12]	Mar. 14, 2029				Mar. 14, 2029		Mar. 14, 2029
Par (++)	[7],[8],[11],[12]	$ 109
Cost	[7],[8],[12]	(3)
Fair Value	[7],[8],[12]	$ (3)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Groundworks, LLC Industry Diversified Consumer Services Reference Rate and Spread S + 6.50% Maturity 03/14/30
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[12]	6.50%				6.50%		6.50%
Maturity	[7],[8],[12]	Mar. 14, 2030				Mar. 14, 2030		Mar. 14, 2030
Par (++)	[7],[8],[11],[12]	$ 341
Cost	[7],[8],[12]	(5)
Fair Value	[7],[8],[12]	$ (5)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HealthEdge Software, Inc. Industry Health Care Technology Interest Rate 11.94% Reference Rate and Spread L + 7.00% Maturity 04/09/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.94%				11.94%		11.94%
Reference Rate and Spread (+)	[7],[8],[9],[10]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10]	Apr. 09, 2026				Apr. 09, 2026		Apr. 09, 2026
Par (++)	[7],[8],[10],[11]	$ 4,100
Cost	[7],[8],[10]	4,039
Fair Value	[7],[8],[10]	$ 4,008
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HealthEdge Software, Inc. Industry Health Care Technology Interest Rate 11.94% Reference Rate and Spread L + 7.00% Maturity 04/09/26 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	11.94%				11.94%		11.94%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10],[12]	Apr. 09, 2026				Apr. 09, 2026		Apr. 09, 2026
Par (++)	[7],[8],[10],[11],[12]	$ 6,000
Cost	[7],[8],[10],[12]	2,713
Fair Value	[7],[8],[10],[12]	$ 2,578
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HealthEdge Software, Inc. Industry Health Care Technology Interest Rate 11.94% Reference Rate and Spread L + 7.00% Maturity 04/09/26 Two
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.94%				11.94%		11.94%
Reference Rate and Spread (+)	[7],[8],[9],[10]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10]	Apr. 09, 2026				Apr. 09, 2026		Apr. 09, 2026
Par (++)	[7],[8],[10],[11]	$ 387
Cost	[7],[8],[10]	387
Fair Value	[7],[8],[10]	$ 378
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HealthEdge Software, Inc. Industry Health Care Technology Interest Rate 14.00% Reference Rate and Spread P + 6.00% Maturity 04/09/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	14.00%				14.00%		14.00%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12]	Apr. 09, 2026				Apr. 09, 2026		Apr. 09, 2026
Par (++)	[7],[8],[10],[11],[12]	$ 400
Cost	[7],[8],[10],[12]	128
Fair Value	[7],[8],[10],[12]	$ 124
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HealthEdge Software, Inc. Industry Health Care Technology Reference Rate and Spread L + 7.00% Maturity 04/09/26
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10],[12]	Apr. 09, 2026				Apr. 09, 2026		Apr. 09, 2026
Par (++)	[7],[8],[10],[11],[12]	$ 1,100
Cost	[7],[8],[10],[12]	(8)
Fair Value	[7],[8],[10],[12]	$ (25)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HumanState Limited (dba PayProp) Industry Diversified Consumer Services Interest Rate 10.08% Reference Rate and Spread SN + 6.00% Maturity 11/23/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[18]	10.08%				10.08%		10.08%
Reference Rate and Spread (+)	[7],[8],[9],[10],[18]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[18]	Nov. 23, 2028				Nov. 23, 2028		Nov. 23, 2028
Par (++) | £	[7],[8],[10],[11],[18]					£ 15,000
Cost	[7],[8],[10],[18]	$ 17,839
Fair Value	[7],[8],[10],[18]	$ 18,226
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HumanState Limited (dba PayProp) Industry Diversified Consumer Services Reference Rate and Spread SN + 6.00% Maturity 11/23/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[18]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12],[18]	Nov. 23, 2028				Nov. 23, 2028		Nov. 23, 2028
Par (++) | £	[7],[8],[10],[11],[12],[18]					£ 2,300
Cost	[7],[8],[10],[12],[18]	$ (12)
Fair Value	[7],[8],[10],[12],[18]	$ (43)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% HumanState Limited (dba PayProp) Industry Diversified Consumer Services Reference Rate and Spread SN + 6.00% Maturity 11/23/28 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[18]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12],[18]	Nov. 23, 2028				Nov. 23, 2028		Nov. 23, 2028
Par (++) | £	[7],[8],[10],[11],[12],[18]					£ 6,460
Cost	[7],[8],[10],[12],[18]	$ 21
Fair Value	[7],[8],[10],[12],[18]	$ (120)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Intelligent Medical Objects, Inc. Industry Health Care Technology Interest Rate 10.62% Reference Rate and Spread S + 6.00% Maturity 05/11/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.62%				10.62%		10.62%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10]	May 11, 2029				May 11, 2029		May 11, 2029
Par (++)	[7],[8],[10],[11]	$ 3,607
Cost	[7],[8],[10]	3,542
Fair Value	[7],[8],[10]	$ 3,535
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Intelligent Medical Objects, Inc. Industry Health Care Technology Interest Rate 10.74% Reference Rate and Spread S + 6.00% Maturity 05/11/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.74%				10.74%		10.74%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12]	May 11, 2028				May 11, 2028		May 11, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 400
Cost	[7],[8],[10],[12]	149
Fair Value	[7],[8],[10],[12]	$ 148
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Intelligent Medical Objects, Inc. Industry Health Care Technology Reference Rate and Spread S + 6.00% Maturity 05/11/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12]	May 11, 2029				May 11, 2029		May 11, 2029
Par (++)	[7],[8],[10],[11],[12]	$ 900
Cost	[7],[8],[10],[12]	(8)
Fair Value	[7],[8],[10],[12]	$ (18)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Kaseya Inc. Industry IT Services Interest Rate 10.65% Reference Rate and Spread S + 5.75% Maturity 06/25/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.65%				10.65%		10.65%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10]	Jun. 25, 2029				Jun. 25, 2029		Jun. 25, 2029
Par (++)	[7],[8],[10],[11]	$ 5,800
Cost	[7],[8],[10]	5,720
Fair Value	[7],[8],[10]	$ 5,713
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Kaseya Inc. Industry IT Services Reference Rate and Spread S + 5.75% Maturity 06/25/29 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10],[12]	Jun. 25, 2029				Jun. 25, 2029		Jun. 25, 2029
Par (++)	[7],[8],[10],[11],[12]	$ 350
Cost	[7],[8],[10],[12]	(5)
Fair Value	[7],[8],[10],[12]	$ (5)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% LCG Vardiman Black, LLC (dba Specialty Dental Brands) Industry Health Care Providers & Services Interest Rate 11.77% Reference Rate and Spread S + 7.00% Maturity 03/18/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	11.77%				11.77%		11.77%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10],[12]	Mar. 18, 2027				Mar. 18, 2027		Mar. 18, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 9,663
Cost	[7],[8],[10],[12]	9,061
Fair Value	[7],[8],[10],[12]	$ 9,046
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% MerchantWise Solutions, LLC (dba HungerRush) Industry Diversified Financial Services Interest Rate 10.71% Reference Rate and Spread S + 6.00% Maturity 06/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.71%				10.71%		10.71%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12]	Jun. 01, 2028				Jun. 01, 2028		Jun. 01, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 1,712
Cost	[7],[8],[10],[12]	1,124
Fair Value	[7],[8],[10],[12]	$ 1,069
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% MerchantWise Solutions, LLC (dba HungerRush) Industry Diversified Financial Services Interest Rate 11.16% Reference Rate and Spread S + 6.00% Maturity 06/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.16%				11.16%		11.16%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10]	Jun. 01, 2028				Jun. 01, 2028		Jun. 01, 2028
Par (++)	[7],[8],[10],[11]	$ 6,808
Cost	[7],[8],[10]	6,687
Fair Value	[7],[8],[10]	$ 6,468
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% MerchantWise Solutions, LLC (dba HungerRush) Industry Diversified Financial Services Reference Rate and Spread S + 6.00% Maturity 06/01/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12]	Jun. 01, 2028				Jun. 01, 2028		Jun. 01, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 857
Cost	[7],[8],[10],[12]	(15)
Fair Value	[7],[8],[10],[12]	$ (43)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Millstone Medical Outsourcing, LLC Industry Health Care Providers & Services Interest Rate 10.62% Reference Rate and Spread S + 5.75% Maturity 12/15/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.62%				10.62%		10.62%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10]	Dec. 15, 2027				Dec. 15, 2027		Dec. 15, 2027
Par (++)	[7],[8],[10],[11]	$ 5,167
Cost	[7],[8],[10]	5,018
Fair Value	[7],[8],[10]	$ 5,063
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Millstone Medical Outsourcing, LLC Industry Health Care Providers & Services Interest Rate 10.62% Reference Rate and Spread S + 5.75% Maturity 12/15/27 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.62%				10.62%		10.62%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10]	Dec. 15, 2027				Dec. 15, 2027		Dec. 15, 2027
Par (++)	[7],[8],[10],[11]	$ 1,193
Cost	[7],[8],[10]	1,173
Fair Value	[7],[8],[10]	$ 1,169
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% NFM & J, L.P. (dba the Facilities Group) Industry Professional Services Interest Rate 10.61% Reference Rate and Spread L + 5.75% Maturity 11/30/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.61%				10.61%		10.61%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10],[12]	Nov. 30, 2027				Nov. 30, 2027		Nov. 30, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 2,019
Cost	[7],[8],[10],[12]	1,739
Fair Value	[7],[8],[10],[12]	$ 1,710
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% NFM & J, L.P. (dba the Facilities Group) Industry Professional Services Interest Rate 10.70% Reference Rate and Spread L + 5.75% Maturity 11/30/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.70%				10.70%		10.70%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10]	Nov. 30, 2027				Nov. 30, 2027		Nov. 30, 2027
Par (++)	[7],[8],[10],[11]	$ 1,988
Cost	[7],[8],[10]	1,956
Fair Value	[7],[8],[10]	$ 1,929
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% NFM & J, L.P. (dba the Facilities Group) Industry Professional Services Reference Rate and Spread P + 5.75% Maturity 11/30/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	4.75%				4.75%		4.75%
Maturity	[7],[8],[10],[12]	Nov. 30, 2027				Nov. 30, 2027		Nov. 30, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 349
Cost	[7],[8],[10],[12]	(5)
Fair Value	[7],[8],[10],[12]	$ (10)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Interest Rate 12.53% Reference Rate and Spread S + 7.50% Maturity 07/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	12.53%				12.53%		12.53%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.50%				7.50%		7.50%
Maturity	[7],[8],[10],[12]	Jul. 18, 2028				Jul. 18, 2028		Jul. 18, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 880
Cost	[7],[8],[10],[12]	407
Fair Value	[7],[8],[10],[12]	$ 389
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Interest Rate 12.54% Reference Rate and Spread S + 7.50% Maturity 07/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	12.54%				12.54%		12.54%
Reference Rate and Spread (+)	[7],[8],[9],[10]	7.50%				7.50%		7.50%
Maturity	[7],[8],[10]	Jul. 18, 2028				Jul. 18, 2028		Jul. 18, 2028
Par (++)	[7],[8],[10],[11]	$ 7,810
Cost	[7],[8],[10]	7,668
Fair Value	[7],[8],[10]	$ 7,654
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Interest Rate 12.54% Reference Rate and Spread S + 7.50% Maturity 07/18/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	12.54%				12.54%		12.54%
Reference Rate and Spread (+)	[7],[8],[9],[10]	7.50%				7.50%		7.50%
Maturity	[7],[8],[10]	Jul. 18, 2028				Jul. 18, 2028		Jul. 18, 2028
Par (++)	[7],[8],[10],[11]	$ 770
Cost	[7],[8],[10]	763
Fair Value	[7],[8],[10]	$ 755
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Reference Rate and Spread S + 7.50% Maturity 07/18/28 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.50%				7.50%		7.50%
Maturity	[7],[8],[10],[12]	Jul. 18, 2028				Jul. 18, 2028		Jul. 18, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 880
Cost	[7],[8],[10],[12]	(8)
Fair Value	[7],[8],[10],[12]	$ (18)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% PDDS Holdco, Inc. (dba Planet DDS) Industry Health Care Technology Reference Rate and Spread S +7.50% Maturity 07/18/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.50%				7.50%		7.50%
Maturity	[7],[8],[10],[12]	Jul. 18, 2028				Jul. 18, 2028		Jul. 18, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 605
Cost	[7],[8],[10],[12]	(11)
Fair Value	[7],[8],[10],[12]	$ (12)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Qualawash Holdings, LLC Industry Commercial Services & Supplies Interest Rate 10.26% Reference Rate and Spread L + 5.50% Maturity 08/31/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.26%				10.26%		10.26%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	Aug. 31, 2026				Aug. 31, 2026		Aug. 31, 2026
Par (++)	[7],[8],[10],[11],[12]	$ 736
Cost	[7],[8],[10],[12]	240
Fair Value	[7],[8],[10],[12]	$ 248
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Qualawash Holdings, LLC Industry Commercial Services & Supplies Interest Rate 10.32% Reference Rate and Spread L + 5.50% Maturity 08/31/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.32%				10.32%		10.32%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10]	Aug. 31, 2026				Aug. 31, 2026		Aug. 31, 2026
Par (++)	[7],[8],[10],[11]	$ 2,907
Cost	[7],[8],[10]	2,870
Fair Value	[7],[8],[10]	$ 2,907
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Qualawash Holdings, LLC Industry Commercial Services & Supplies Interest Rate 12.50% Reference Rate and Spread P + 4.50% Maturity 08/31/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	12.50%				12.50%		12.50%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	4.50%				4.50%		4.50%
Maturity	[7],[8],[10],[12]	Aug. 31, 2026				Aug. 31, 2026		Aug. 31, 2026
Par (++)	[7],[8],[10],[11],[12]	$ 733
Cost	[7],[8],[10],[12]	663
Fair Value	[7],[8],[10],[12]	$ 671
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Rubrik,Inc. Industry Software Interest Rate 12.26% Reference Rate and Spread S + 7.00% Maturity 06/10/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	12.26%				12.26%		12.26%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10],[12]	Jun. 10, 2027				Jun. 10, 2027		Jun. 10, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 1,272
Cost	[7],[8],[10],[12]	541
Fair Value	[7],[8],[10],[12]	$ 515
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Rubrik,Inc. Industry Software Interest Rate 12.64% Reference Rate and Spread S + 7.00% Maturity 06/10/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	12.64%				12.64%		12.64%
Reference Rate and Spread (+)	[7],[8],[9],[10]	7.00%				7.00%		7.00%
Maturity	[7],[8],[10]	Jun. 10, 2027				Jun. 10, 2027		Jun. 10, 2027
Par (++)	[7],[8],[10],[11]	$ 11,126
Cost	[7],[8],[10]	10,932
Fair Value	[7],[8],[10]	$ 10,903
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Solaris (dba Urology Management Holdings, Inc.) Industry Health Care Providers & Services Interest Rate 11.36% Reference Rate and Spread S + 6.25% Maturity 06/15/26
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[9]	11.36%				11.36%		11.36%
Reference Rate and Spread (+)	[7],[9]	6.25%				6.25%		6.25%
Maturity	[7]	Jun. 15, 2026				Jun. 15, 2026		Jun. 15, 2026
Par (++)	[7],[11]	$ 3,354
Cost	[7]	3,257
Fair Value	[7]	$ 3,253
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Solaris (dba Urology Management Holdings, Inc.) Industry Health Care Providers & Services Reference Rate and Spread S + 6.25% Maturity 06/15/26
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[9],[12]	6.25%				6.25%		6.25%
Maturity	[7],[12]	Jun. 15, 2026				Jun. 15, 2026		Jun. 15, 2026
Par (++)	[7],[11],[12]	$ 1,681
Cost	[7],[12]	(48)
Fair Value	[7],[12]	$ (50)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Interest Rate 10.92% Reference Rate and Spread S + 6.00% Maturity 07/06/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[19]	10.92%				10.92%		10.92%
Reference Rate and Spread (+)	[7],[8],[9],[10],[19]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[19]	Jul. 06, 2027				Jul. 06, 2027		Jul. 06, 2027
Par (++)	[7],[8],[10],[11],[19]	$ 3,474
Cost	[7],[8],[10],[19]	3,413
Fair Value	[7],[8],[10],[19]	$ 3,404
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Reference Rate and Spread S + 6.00% Maturity 07/06/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[19]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12],[19]	Jul. 06, 2027				Jul. 06, 2027		Jul. 06, 2027
Par (++)	[7],[8],[10],[11],[12],[19]	$ 600
Cost	[7],[8],[10],[12],[19]	(10)
Fair Value	[7],[8],[10],[12],[19]	$ (12)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Reference Rate and Spread S + 6.00% Maturity 07/06/27 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[19]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12],[19]	Jul. 06, 2027				Jul. 06, 2027		Jul. 06, 2027
Par (++)	[7],[8],[10],[11],[12],[19]	$ 2,400
Cost	[7],[8],[10],[12],[19]	(21)
Fair Value	[7],[8],[10],[12],[19]	$ (48)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% SpendMend, LLC Industry Health Care Providers & Services Interest Rate 10.60% Reference Rate and Spread S + 5.50% Maturity 03/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.60%				10.60%		10.60%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	Mar. 01, 2028				Mar. 01, 2028		Mar. 01, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 456
Cost	[7],[8],[10],[12]	176
Fair Value	[7],[8],[10],[12]	$ 171
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% SpendMend, LLC Industry Health Care Providers & Services Interest Rate 10.61% Reference Rate and Spread S + 5.50% Maturity 03/01/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.61%				10.61%		10.61%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10]	Mar. 01, 2028				Mar. 01, 2028		Mar. 01, 2028
Par (++)	[7],[8],[10],[11]	$ 3,464
Cost	[7],[8],[10]	3,412
Fair Value	[7],[8],[10]	$ 3,377
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% SpendMend, LLC Industry Health Care Providers & Services Interest Rate 10.61% Reference Rate and Spread S + 5.50% Maturity 03/01/28 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.61%				10.61%		10.61%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.50%				5.50%		5.50%
Maturity	[7],[8],[10],[12]	Mar. 01, 2028				Mar. 01, 2028		Mar. 01, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 1,517
Cost	[7],[8],[10],[12]	594
Fair Value	[7],[8],[10],[12]	$ 572
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Spotless Brands, LLC Industry Diversified Consumer Services Interest Rate 11.50% Reference Rate and Spread S + 6.75% Maturity 07/25/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.50%				11.50%		11.50%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10]	Jul. 25, 2028				Jul. 25, 2028		Jul. 25, 2028
Par (++)	[7],[8],[10],[11]	$ 10,671
Cost	[7],[8],[10]	10,363
Fair Value	[7],[8],[10]	$ 10,351
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Spotless Brands, LLC Industry Diversified Consumer Services Reference Rate and Spread S + 6.75% Maturity 07/25/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12]	Jul. 25, 2028				Jul. 25, 2028		Jul. 25, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 1,650
Cost	[7],[8],[10],[12]	(23)
Fair Value	[7],[8],[10],[12]	$ (50)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Trader Corporation Industry Automobiles Interest Rate 11.68% Reference Rate and Spread C + 6.75% Maturity 12/21/29
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[18]	11.68%				11.68%		11.68%
Reference Rate and Spread (+)	[7],[8],[9],[10],[18]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[18]	Dec. 21, 2029				Dec. 21, 2029		Dec. 21, 2029
Par (++)	[7],[8],[10],[11],[18]							$ 17,049
Cost	[7],[8],[10],[18]	$ 12,326
Fair Value	[7],[8],[10],[18]	$ 12,299
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Trader Corporation Industry Automobiles Reference Rate and Spread C + 6.75% Maturity 12/21/29
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[18]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12],[18]	Dec. 22, 2028				Dec. 22, 2028		Dec. 22, 2028
Par (++)	[7],[8],[10],[11],[12],[18]							$ 1,279
Cost	[7],[8],[10],[12],[18]	$ (14)
Fair Value	[7],[8],[10],[12],[18]	$ (24)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% WebPT, Inc. Industry Health Care Technology Interest Rate 11.65% Reference Rate and Spread S + 6.75% Maturity 01/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.65%				11.65%		11.65%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10]	Jan. 18, 2028				Jan. 18, 2028		Jan. 18, 2028
Par (++)	[7],[8],[10],[11]	$ 3,255
Cost	[7],[8],[10]	3,214
Fair Value	[7],[8],[10]	$ 3,158
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% WebPT, Inc. Industry Health Care Technology Interest Rate 11.77% Reference Rate and Spread S + 6.75% Maturity 01/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	11.77%				11.77%		11.77%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12]	Jan. 18, 2028				Jan. 18, 2028		Jan. 18, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 278
Cost	[7],[8],[10],[12]	179
Fair Value	[7],[8],[10],[12]	$ 174
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% WebPT, Inc. Industry Health Care Technology Reference Rate and Spread S + 6.75% Maturity 01/18/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12]	Jan. 18, 2028				Jan. 18, 2028		Jan. 18, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 278
Cost	[7],[8],[10],[12]	(2)
Fair Value	[7],[8],[10],[12]	$ (8)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.72% Reference Rate and Spread L + 5.75% Maturity 12/21/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.72%				10.72%		10.72%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10],[12]	Dec. 21, 2027				Dec. 21, 2027		Dec. 21, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 270
Cost	[7],[8],[10],[12]	178
Fair Value	[7],[8],[10],[12]	$ 175
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.73% Reference Rate and Spread L + 5.75% Maturity 12/21/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.73%				10.73%		10.73%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10]	Dec. 21, 2027				Dec. 21, 2027		Dec. 21, 2027
Par (++)	[7],[8],[10],[11]	$ 678
Cost	[7],[8],[10]	667
Fair Value	[7],[8],[10]	$ 659
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.80% Reference Rate and Spread L + 5.75% Maturity 12/21/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.80%				10.80%		10.80%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10]	Dec. 21, 2027				Dec. 21, 2027		Dec. 21, 2027
Par (++)	[7],[8],[10],[11]	$ 2,019
Cost	[7],[8],[10]	1,986
Fair Value	[7],[8],[10]	$ 1,964
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.80% Reference Rate and Spread L + 5.75% Maturity 12/21/27 One
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	10.80%				10.80%		10.80%
Reference Rate and Spread (+)	[7],[8],[9],[10]	5.75%				5.75%		5.75%
Maturity	[7],[8],[10]	Dec. 21, 2027				Dec. 21, 2027		Dec. 21, 2027
Par (++)	[7],[8],[10],[11]	$ 674
Cost	[7],[8],[10]	663
Fair Value	[7],[8],[10]	$ 655
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Whitewater Holding Company LLC Industry Diversified Consumer Services Interest Rate 10.82% Reference Rate and Spread L + 6.00% Maturity 12/21/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[12]	10.82%				10.82%		10.82%
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.00%				6.00%		6.00%
Maturity	[7],[8],[10],[12]	Dec. 21, 2027				Dec. 21, 2027		Dec. 21, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 6,198
Cost	[7],[8],[10],[12]	1,617
Fair Value	[7],[8],[10],[12]	$ 1,563
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Zarya Intermediate, LLC (dba iOFFICE) Industry Real Estate Mgmt. & Development Interest Rate 11.31% Reference Rate and Spread S + 6.50% Maturity 07/01/27
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	11.31%				11.31%		11.31%
Reference Rate and Spread (+)	[7],[8],[9],[10]	6.50%				6.50%		6.50%
Maturity	[7],[8],[10]	Jul. 01, 2027				Jul. 01, 2027		Jul. 01, 2027
Par (++)	[7],[8],[10],[11]	$ 9,062
Cost	[7],[8],[10]	9,062
Fair Value	[7],[8],[10]	$ 8,971
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% Zarya Intermediate, LLC (dba iOFFICE) Industry Real Estate Mgmt. & Development Reference Rate and Spread S + 6.50% Maturity 07/01/27
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	6.50%				6.50%		6.50%
Maturity	[7],[8],[10],[12]	Jul. 01, 2027				Jul. 01, 2027		Jul. 01, 2027
Par (++)	[7],[8],[10],[11],[12]	$ 938
Fair Value	[7],[8],[10],[12]	(9)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iCIMS, Inc. Industry Professional Services Interest Rate 12.06% Reference Rate and S + 7.25% (incl. 3.88%PIK) Maturity 08/18/28
Schedule Of Investments [Line Items]
Fair Value	[7],[8],[10]	17,391
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iCIMS, Inc. Industry Professional Services Interest Rate 12.06% Reference Rate and Spread S + 6.75% Maturity 08/18/28
Schedule Of Investments [Line Items]
Par (++)	[7],[8],[10],[11]	18,068
Cost	[7],[8],[10]	$ 17,781
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iCIMS, Inc. Industry Professional Services Interest Rate 12.06% Reference Rate and Spread S + 7.25% (incl. 3.88%PIK) Maturity 08/18/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10]	12.06%				12.06%		12.06%
Reference Rate and Spread (+)	[7],[8],[9],[10]	7.25%				7.25%		7.25%
Reference Rate and Spread (+), PIK		3.88%				3.88%		3.88%
Maturity	[7],[8],[10]	Aug. 18, 2028				Aug. 18, 2028		Aug. 18, 2028
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iCIMS, Inc. Industry Professional Services Reference Rate and Spread S + 3.38% Maturity 08/18/28
Schedule Of Investments [Line Items]
Maturity	[7],[8],[10],[12]	Aug. 18, 2028				Aug. 18, 2028		Aug. 18, 2028
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iCIMS, Inc. Industry Professional Services Reference Rate and Spread S + 7.25% (incl. 3.88%PIK) Maturity 08/18/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.25%				7.25%		7.25%
Reference Rate and Spread (+), PIK		3.88%				3.88%		3.88%
Par (++)	[7],[8],[10],[11],[12]	$ 1,703
Cost	[7],[8],[10],[12]	(27)
Fair Value	[7],[8],[10],[12]	$ (64)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iCIMS, Inc. Industry Professional Services Reference Rate and Spread S + 7.25% (incl. 3.88%PIK) Maturity 08/18/28 One
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12]	7.25%				7.25%		7.25%
Reference Rate and Spread (+), PIK		3.88%				3.88%		3.88%
Maturity	[7],[8],[10],[12]	Aug. 18, 2028				Aug. 18, 2028		Aug. 18, 2028
Par (++)	[7],[8],[10],[11],[12]	$ 4,568
Fair Value	[7],[8],[10],[12]	$ (171)
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iWave Information Systems, Inc. Industry Software Interest Rate 11.80% Reference Rate and Spread S + 6.75% Maturity 11/23/28
Schedule Of Investments [Line Items]
Interest Rate (+)	[7],[8],[9],[10],[18]	11.80%				11.80%		11.80%
Reference Rate and Spread (+)	[7],[8],[9],[10],[18]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[18]	Nov. 23, 2028				Nov. 23, 2028		Nov. 23, 2028
Par (++)	[7],[8],[10],[11],[18]	$ 8,891
Cost	[7],[8],[10],[18]	8,678
Fair Value	[7],[8],[10],[18]	$ 8,668
Investment, Identifier [Axis]: Investment 1st Lien/Senior Secured Debt - 149.16% iWave Information Systems, Inc. Industry Software Reference Rate and Spread S + 6.75% Maturity 11/23/28
Schedule Of Investments [Line Items]
Reference Rate and Spread (+)	[7],[8],[9],[10],[12],[18]	6.75%				6.75%		6.75%
Maturity	[7],[8],[10],[12],[18]	Nov. 23, 2028				Nov. 23, 2028		Nov. 23, 2028
Par (++)	[7],[8],[10],[11],[12],[18]	$ 1,087
Cost	[7],[8],[10],[12],[18]	(26)
Fair Value	[7],[8],[10],[12],[18]	$ (27)
Investment, Identifier [Axis]: Investment Common Stock - 0.45% Southeast Mechanical, LLC (dba. SEM Holdings, LLC) Industry Diversified Consumer Services Initial Acquisition Date 07/06/22
Schedule Of Investments [Line Items]
Initial Acquisition Date	[7],[8],[10],[17],[19],[20]	Jul. 06, 2022
Par/Shares (++) | shares	[7],[8],[10],[11],[17],[19]	400				400		400
Cost	[7],[8],[10],[17],[19]	$ 400
Fair Value	[7],[8],[10],[17],[19]	$ 507
Investment, Identifier [Axis]: Investment Common Stock - 0.45% Whitewater Holding Company LLC Industry Diversified Consumer Services Initial Acquisition Date 12/21/21
Schedule Of Investments [Line Items]
Initial Acquisition Date		Dec. 21, 2021	[7],[8],[10],[17],[20]	Dec. 21, 2021	[2],[5],[13],[14]
Par/Shares (++) | shares		2,700	[7],[8],[10],[11],[17]	2,700	[2],[3],[5],[14]	2,700	[7],[8],[10],[11],[17]	2,700	[7],[8],[10],[11],[17]	2,700	[2],[3],[5],[14]	2,700	[2],[3],[5],[14]
Cost		$ 270	[7],[8],[10],[17]	$ 270	[2],[5],[14]
Fair Value		$ 280	[7],[8],[10],[17]	$ 278	[2],[5],[14]
Investment, Identifier [Axis]: Investment Preferred Stock - 1.65% CloudBees, Inc. Industry Software Initial Acquisition Date 11/24/21
Schedule Of Investments [Line Items]
Initial Acquisition Date	[2],[5],[13],[14]			Nov. 24, 2021
Par/Shares (++) | shares	[2],[3],[5],[14]			134,557						134,557		134,557
Cost	[2],[5],[14]			$ 1,505
Fair Value	[2],[5],[14]			$ 1,477
Investment, Identifier [Axis]: Investment Preferred Stock - 1.65% Governmentjobs.com, Inc. (dba NeoGov) Industry Software Initial Acquisition Date 12/02/21
Schedule Of Investments [Line Items]
Initial Acquisition Date	[2],[5],[13],[14]			Dec. 02, 2021
Par/Shares (++) | shares	[2],[3],[5],[14]			1,237						1,237		1,237
Cost	[2],[5],[14]			$ 1,206
Fair Value	[2],[5],[14]			$ 1,349
Investment, Identifier [Axis]: Investment Preferred Stock - 1.69% CloudBees, Inc. Industry Software Initial Acquisition Date 11/24/21
Schedule Of Investments [Line Items]
Initial Acquisition Date	[7],[8],[10],[17],[20]	Nov. 24, 2021
Par/Shares (++) | shares	[7],[8],[10],[11],[17]	134,557				134,557		134,557
Cost	[7],[8],[10],[17]	$ 1,505
Fair Value	[7],[8],[10],[17]	$ 1,604
Investment, Identifier [Axis]: Investment Preferred Stock - 1.69% Governmentjobs.com, Inc. (dba NeoGov) Industry Software Initial Acquisition Date 12/02/21
Schedule Of Investments [Line Items]
Initial Acquisition Date	[7],[8],[10],[17],[20]	Dec. 02, 2021
Par/Shares (++) | shares	[7],[8],[10],[11],[17]	1,237				1,237		1,237
Cost	[7],[8],[10],[17]	$ 1,206
Fair Value	[7],[8],[10],[17]	$ 1,384
Investment, Identifier [Axis]: Investment Warrants - 0.04% CloudBees, Inc. Industry Software Initial Acquisition Date 11/24/21
Schedule Of Investments [Line Items]
Initial Acquisition Date		Nov. 24, 2021	[7],[8],[10],[17],[20]	Nov. 24, 2021	[2],[5],[13],[14]
Par/Shares (++) | shares		38,977	[7],[8],[10],[11],[17]	38,977	[2],[3],[5],[14]	38,977	[7],[8],[10],[11],[17]	38,977	[7],[8],[10],[11],[17]	38,977	[2],[3],[5],[14]	38,977	[2],[3],[5],[14]
Cost		$ 216	[7],[8],[10],[17]	$ 216	[2],[5],[14]
Fair Value		$ 27	[7],[8],[10],[17]	$ 71	[2],[5],[14]
Investment, Identifier [Axis]: Investments
Schedule Of Investments [Line Items]
Investment owned, percent of net assets		159.12%	[7]	145.45%		159.12%	[7]	159.12%	[7]	145.45%		145.45%
Investment, Identifier [Axis]: Investments - 145.45%
Schedule Of Investments [Line Items]
Cost				$ 250,838
Fair Value				249,660
Investment, Identifier [Axis]: Investments - 159.12 %
Schedule Of Investments [Line Items]
Cost	[7]	$ 282,425
Investment, Identifier [Axis]: Investments - 159.12%
Schedule Of Investments [Line Items]
Fair Value	[7]	281,019
Investment, Identifier [Axis]: Investments in Affiliated Money Market Fund
Schedule Of Investments [Line Items]
Cost	[7]	7,313
Fair Value	[7]	$ 7,313
Investment owned, percent of net assets	[7]	4.14%				4.14%		4.14%
Investment, Identifier [Axis]: Investments in Affiliated Money Market Fund - 4.14% Goldman Sachs FinanciaI Square Government Fund - Institutional Shares
Schedule Of Investments [Line Items]
Par/Shares (++) | shares	[7],[11],[21],[22]	7,312,791				7,312,791		7,312,791
Cost	[7],[21],[22]	$ 7,313
Fair Value	[7],[21],[22]	7,313
Investment, Identifier [Axis]: Preferred Stock
Schedule Of Investments [Line Items]
Cost		2,711	[7]	2,711
Fair Value		$ 2,988	[7]	$ 2,826
Investment owned, percent of net assets		1.69%	[7]	1.65%		1.69%	[7]	1.69%	[7]	1.65%		1.65%
Investment, Identifier [Axis]: Warrants
Schedule Of Investments [Line Items]
Cost		$ 216	[7]	$ 216
Fair Value		$ 27	[7]	$ 71
Investment owned, percent of net assets		0.01%	[7],[17]	0.04%		0.01%	[7],[17]	0.01%	[7],[17]	0.04%		0.04%

[1] (+) Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), CDOR("C") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of December 31, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are 5.48%, 5.14%, 4.77% and 4.39%, respectively. As of December 31, 2022, 1 month S was 4.06%, 3 month S was 3.62%, 3 month SN was 3.43%, 3 month C was 4.94% and P was 7.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2022.

[2] (1) Represents co-investments made with in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

[3] (++) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Great British Pound ("GBP") or Canadian dollar ("CAD").

[4] (4) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022 the aggregate fair value of these securities is $57,669 or 22.51% of the Company’s total assets.

[5] (2) The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

[6] (3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies".

[7] Percentages are based on net assets.

[8] Represents co-investments made in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”.

[9] Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), CDOR("C") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of March 31, 2023, rates for the 12 month, 6 month, 3 month and 1 month L are 5.31%, 5.31%, 5.19% and 4.86%, respectively. As of March 31, 2023, 1 month S was 4.80%, 3 month S was 4.91%, 3 month SN was 4.18%, 3 month C was 5.03% and P was 6.70%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2023.

[10] The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”.

[11] Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Great British pound ("GBP") or Canadian dollar ("CAD").

[12] Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 7 "Commitments and Contingencies".

[13] (6) Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities”. As of December 31, 2022, the aggregate fair value of these securities is $3,665 or 2.14% of the Company's net assets. The initial acquisition dates have been included for such securities.

[14] (7) Non-income producing security.

[15] ^ As defined in the Investment Company Act, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

[16] In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion.

[17] Non-income producing security.

[18] The investment is not a qualifying asset under Section 55(a) of the Investment Company Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2023 the aggregate fair value of these securities is $60,159 or 20.73% of the Company’s total assets.

[19] As defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”.

[20] Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. As of March 31, 2023, the aggregate fair value of these securities is $3,802 or 2.15% of the Company's net assets. The initial acquisition dates have been included for such securities.

[21] The annualized seven-day yield as of March 31, 2023 is 4.72%.

[22] The investment is otherwise deemed to be an “affiliated person” of the Company. See Note 3 “Significant Agreements and Related Party Transactions”.

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Consolidated Schedule of Investments (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Investments [Line Items]
Investment interest rate description	Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), CDOR("C") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of March 31, 2023, rates for the 12 month, 6 month, 3 month and 1 month L are 5.31%, 5.31%, 5.19% and 4.86%, respectively. As of March 31, 2023, 1 month S was 4.80%, 3 month S was 4.91%, 3 month SN was 4.18%, 3 month C was 5.03% and P was 6.70%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2023.	Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Certain investments are subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L"), SOFR including SOFR adjustment, if any, ("S"), SONIA ("SN"), CDOR("C") or alternate base rate (commonly based on the U.S. Prime Rate ("P"), unless otherwise noted) at the borrower's option, which reset periodically based on the terms of the credit agreement. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. As of December 31, 2022, rates for the 12 month, 6 month, 3 month and 1 month L are 5.48%, 5.14%, 4.77% and 4.39%, respectively. As of December 31, 2022, 1 month S was 4.06%, 3 month S was 3.62%, 3 month SN was 3.43%, 3 month C was 4.94% and P was 7.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2022.
Fair value of securities	$ 3,802	$ 3,665
Fair value percentage of net assets of company	2.15%	2.14%
Annualized seven-day yield percentage	4.72%
Fair Value, Recurring
Schedule of Investments [Line Items]
Fair value of securities	$ 60,159	$ 57,669
Percentage of not qualifying assets	20.73%	22.51%
Affiliated Person
Schedule of Investments [Line Items]
Percentage of outstanding voting securities	5.00%	5.00%
Percentage of qualifying assets	70.00%	70.00%
12 month LIBOR
Schedule of Investments [Line Items]
Investment interest rate of percentage	5.31%	5.48%
6 month LIBOR
Schedule of Investments [Line Items]
Investment interest rate of percentage	5.31%	5.14%
3 month LIBOR
Schedule of Investments [Line Items]
Investment interest rate of percentage	5.19%	4.77%
1 month LIBOR
Schedule of Investments [Line Items]
Investment interest rate of percentage	4.86%	4.39%
SONIA
Schedule of Investments [Line Items]
Investment interest rate of percentage	4.18%	3.43%
1 month SOFR
Schedule of Investments [Line Items]
Investment interest rate of percentage	4.80%	4.06%
3 month SOFR
Schedule of Investments [Line Items]
Investment interest rate of percentage	4.91%	3.62%
3 month C
Schedule of Investments [Line Items]
Investment interest rate of percentage	5.03%	4.94%
Prime Rate
Schedule of Investments [Line Items]
Investment interest rate of percentage	6.70%	7.50%

XML

N-2

3 Months Ended

Mar. 31, 2023

Cover [Abstract]

Entity Central Index Key

0001865174

Amendment Flag

false

Securities Act File Number

000-56369

Document Type

10-Q

Entity Registrant Name

Goldman Sachs Middle Market Lending Corp. II

Entity Address, Address Line One

200 West Street

Entity Address, City or Town

New York

Entity Address, State or Province

NY

Entity Address, Postal Zip Code

10282

City Area Code

312

Local Phone Number

655-4419

Entity Emerging Growth Company

true

Entity Ex Transition Period

true

General Description of Registrant [Abstract]

Risk [Text Block]

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2022, which was filed

with the SEC on March 2, 2023. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Our business and the businesses of our portfolio companies are dependent on bank relationships and recent concerns associated with the banking system may adversely impact us.

The financial markets have recently experienced volatility in connection with concerns that some banks, especially small and regional banks, may have significant investment-related losses that might make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist certain banks and protect depositors, some banks have already been impacted and others may be adversely impacted, by such volatility. Our business and the businesses of our portfolio companies are dependent on bank relationships and we are proactively monitoring the financial health of these relationships. Continued strain on the banking system may adversely impact the business, financial condition and results of operations of us and our portfolio companies.

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Organization

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

1. ORGANIZATION

Goldman Sachs Middle Market Lending LLC II ("MMLC LLC II") was formed on February 21, 2020. Effective November 23, 2021, MMLC LLC II converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Middle Market Lending Corp. II (the “Company”, which term refers to either Goldman Sachs Middle Market Lending Corp. II or Goldman Sachs Middle Market Lending Corp. II together with its consolidated subsidiary, as the context may require), which, by operation of law, is deemed for purposes of Delaware law the same entity as MMLC LLC II. The Company commenced operations on October 29, 2021. On November 23, 2021, the Company's initial investors (other than the Initial Member (as defined below)) funded the initial portion of their capital commitment to purchase shares of common stock, at which time the Initial Member's initial capital contribution to MMLC LLC II was cancelled. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2021.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“GS Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.

The Company is conducting an offering pursuant to which investors will make a capital commitment (a “Commitment”) to purchase shares of the Company’s common stock pursuant to a subscription agreement entered into with the Company pursuant to which the investor will agree to purchase common stock for an aggregate purchase price equal to its Commitment. Each investor will be required to purchase shares of the Company’s common stock each time the Company delivers a drawdown notice at least five business days (measured from the date we send such notice by mail or electronically, as applicable, rather than the date such notice is received) prior to the required funding date (the “Drawdown Date”). The offering and sale of common stock will be exempt from registration pursuant to Regulation D and Regulation S promulgated under the U.S. Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering and for offers and sale of securities outside of the United States.

GS & Co. and Goldman Sachs International will assist the Company in conducting its private placement offering pursuant to agreements between the Company and each of GS & Co. and Goldman Sachs International.

On October 4, 2021 ("Initial Closing Date"), the Company began accepting subscription agreements ("Subscription Agreements") from investors acquiring shares of its common stock of the Company in the Company's private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase stock each time the Company delivers a drawdown notice. The final date on which the Company accepted Subscription Agreements occurred on March 24, 2023 (the “Final Closing Date”).

The investment period commenced on the Initial Closing Date and will continue until the third anniversary of the Final Closing Date, provided that it may be extended by the board of directors of the Company (the “Board of Directors” or “Board”), in its discretion, for one additional twelve-month period, and, with the approval of a majority-in-interest of the stockholders, for up to one additional year thereafter (such period, including any extensions, the “Investment Period”). In addition, the Board of Directors may terminate the Investment Period at any time in its discretion.

Following the end of the Investment Period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or our anticipated expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the Investment Period, (ii) to fulfill investment commitments made or approved by the BDC investment committee of GSAM’s Private Credit Team (the “BDC Investment Committee”) prior to the expiration of the Investment Period, (iii) to engage in hedging transactions, or (iv) to make additional investments in existing portfolio companies, which may include new financings of such portfolio companies (each, an “Additional Investment”) (including transactions to hedge interest rate or currency risks related to an Additional Investment).

The Company will continue to operate as a private reporting company, until the earlier of the following events, each referred to as an “Exit Event”: (i) any listing of the Company’s shares of common stock on a national securities exchange (a “listing”), including in connection with an initial public offering (“IPO”), (ii) merger with another entity, including an affiliated company, subject to any limitations under the Investment Company Act or (iii) the sale of all or substantially all of the assets of the Company. If the Company has not consummated an Exit Event by the sixth anniversary of the Final Closing Date, the Board of Directors (to the extent consistent with its fiduciary duties and subject to any necessary stockholder approvals and applicable requirements of the Investment Company Act and the Code) will meet to consider the Company’s potential wind down and/or liquidation and dissolution.

An affiliate of the Investment Adviser made a capital commitment to the Company of $0.10 on October 29, 2021 and served as the Company’s sole initial member (the “Initial Member”). The Company cancelled the Initial Member’s interest in the Company on November 23, 2021, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase shares of the Company’s common stock (the “Initial Drawdown Date”).

The Company has formed a wholly owned subsidiary, which is structured as Delaware limited liability company, to hold certain equity or equity-like investments in portfolio companies.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2023. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiary, MMLC II Blocker I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.

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

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2023 and December 31, 2022, the Company did not have any investments on non-accrual status.

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the valuation designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:

(1)The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;

(2)The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

(3)The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;

(4)The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;

(5)The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and

(6)Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) per share and are considered cash equivalents for the purposes of the management fee paid to the Investment Adviser. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash consists of deposits held at a custodian bank. As of March 31, 2023 and December 31, 2022, the Company held an aggregate cash balance of $3,721 and $3,675. Foreign currency of $441 and $375 (acquisition cost of $436 and $371) is included in cash as of March 31, 2023 and December 31, 2022.

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized gains (losses) on foreign currency translations in the Consolidated Statements of Operations.

Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2021. So long as the Company maintains its qualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

The Company’s consolidated subsidiary is subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce a stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of and amendments to the revolving credit facility with Bank of America, N.A (the “BoA Revolving Credit Facility”) and the revolving credit facility between the Company and Truist Bank (the "Truist Revolving Credit Facility" and together with the BoA Revolving Credit Facility, the "Revolving Credit Facilities"). These costs are amortized using the straight-line method over the respective terms of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of shares, including legal, printing and other costs, as well as costs associated with the preparation and filing of the Company’s registration statement on Form 10. Offering costs are recognized as a deferred charge and are amortized on a straight line basis over 12 months beginning on the date of commencement of operations.

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Significant Agreements and Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

Significant Agreements and Related Party Transactions

3. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Management Agreement

The Company entered into an investment management agreement effective as of November 1, 2021 (the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.

Management Fee

The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is equal to 0.1875% (i.e., an annual rate of 0.75%) of the average of the values of the Company's gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. For the avoidance of doubt, the Management Fee for the Company's first quarter (i.e., the period beginning on the Initial Drawdown Date and ending on the last day of the quarter in which the Initial Drawdown Date occurred) will be equal to 0.1875% (i.e., an annual rate of 0.75%) of the Company's average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of such quarter. The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests. Following the occurrence (if any) of a listing, the Management Fee will be equal to 0.25% (i.e., an annual rate of 1.00%) of the average of the values of the Company's gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of the Company's first quarter-end following any listing, the Company's gross assets as of such quarter-end).

For the three months ended March 31, 2023 and 2022, Management Fees amounted to $497 and $71, and the Investment Adviser voluntarily waived $71 for the three months ended March 31, 2022. As of March 31, 2023, $497 remained payable.

Incentive Fee

Pursuant to the Investment Management Agreement, the Company pays to the Investment Adviser an incentive fee (the “Incentive Fee”) as follows:

The Incentive Fee consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below.

i. Quarterly Incentive Fee Based on Income

For the portion of the Incentive Fee based on income, the Company’s Investment Adviser is entitled to receive the Incentive Fee based on Company income if the Company’s Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” (as defined below) of 1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account any changes in the market price of the Company’s common stock. The Incentive Fee based on income will be determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters or if shorter, the number of quarters that have occurred since the Initial Drawdown Date (in either case, the “Trailing Twelve Quarters”). However, following the occurrence (if any) of a listing, the Trailing Twelve Quarters will be “reset” so as to include, as of the end of any quarter, the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since the listing, rather than the number of quarters that have occurred since the Initial Drawdown Date).

The “hurdle amount” for the Incentive Fee based on income is determined on a quarterly basis, and is equal to 1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter in the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which shall include all issuances by the Company of shares of its common stock) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated. For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) Ordinary Income in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.”

The Incentive Fee based on income for each quarter is determined as follows:

•No Incentive Fee based on income is payable to the Investment Adviser for any calendar quarter for which there is no Excess Income Amount;

•100% of the Ordinary Income (as defined below), if any, that exceeds the hurdle amount, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 2.0588% (or 2.1875% in the event of a listing) multiplied by the Company’s NAV at the beginning of each applicable calendar quarter included in the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and

•15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income.

The amount of the Incentive Fee based on income that will be paid to the Investment Adviser for a particular quarter will equal the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but will not exceed the Incentive Fee Cap (as described below, and subject to the limitations set forth in Section 205(b)(3) of the Advisers Act).
 

The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.
 

“Ordinary Income” means interest income, dividend income and any other income (including any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter minus our operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee).

“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters.
 

If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap. In certain limited circumstances, an Incentive Fee based on income will be payable to the Investment Adviser although the net income for such quarter did not exceed the hurdle rate or the Incentive Fee will be higher than it would have been if calculated based on the Company’s performance for the applicable quarter without taking into account the Trailing Twelve Quarters.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

For the three months ended March 31, 2023 and 2022, Incentive Fees based on income amounted to $0 and $0. As of March 31, 2023, $0 remained payable.

ii. Annual Incentive Fee Based on Capital Gains

The portion of Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year or, in the event of a listing, the date on which such event occurs. At the end of each calendar year (or the occurrence of a listing), the Company will pay the Investment Adviser an Incentive Fee equal to (A) 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) until the end of such calendar year or listing, as applicable, minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from the Initial Drawdown Date (or, following the occurrence (if any) of a listing, from the date on which such event occurs) through the end of such calendar year or listing, as applicable. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A), above.

The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 15% (which will be increased to 20% in the event of a listing, from the date of such listing) of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods (or, following the occurrence (if any) of a listing, in all prior periods beginning with the date on which such event occurs). If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three months ended March 31, 2023 and 2022, the Company accrued Incentive Fees based on capital gains under GAAP of $0 and $12, which were not realized.

Administration and Custodian Fees

The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).

For the three months ended March 31, 2023 and 2022, the Company incurred expenses for services provided by the Administrator and the Custodian of $91 and $69. As of March 31, 2023, $87 remained payable.

Transfer Agent Fees

The Company has entered into a transfer agency agreement (the “Transfer Agency Agreement”), with GS & Co. pursuant to which GS & Co. serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. The Company pays the Transfer Agent fees at an annual rate of 0.15% of the average of the NAV of the Company at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the Company’s NAV as of such quarter-end).

For the three months ended March 31, 2023 and 2022, the Company incurred expenses for services provided by the Transfer Agent of $65 and $16. As of March 31, 2023, $65 remained payable.

Affiliates

The table below presents the Company’s affiliated investments:

	Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Ending Fair Value Balance		Dividend, Interest and Other Income
For the Three Months Ended March 31, 2023
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	10,236	$	(2,923	)	$	—	$	—	$	7,313	$	28
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		3,843		5		(8	)		—		11		3,851		101
Total Non-Controlled Affiliates	$	3,843	$	10,241	$	(2,931	)	$	—	$	11	$	11,164	$	129
For the Year Ended December 31, 2022
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	23,067	$	135,038	$	(158,105	)	$	—	$	—	$	—	$	47
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	$	—	$	3,803	$	(18	)	$	—	$	58	$	3,843	$	174
Total Non-Controlled Affiliates	$	23,067	$	138,841	$	(158,123	)	$	—	$	58	$	3,843	$	221

(1)Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(2)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

Due to Affiliates

The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of March 31, 2023 and December 31, 2022, there were $286 and $335, respectively, included within Accrued expenses and other liabilities that were paid by the Investment Adviser and its affiliates on behalf of the Company.

Co-investment Activity

In certain circumstances, the Company can make negotiated co-investments pursuant to an order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company expects to rely to co-invest alongside certain other client accounts managed by the Investment Adviser (collectively with the Company, the “Accounts”), which may include proprietary accounts of Goldman Sachs, in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the conditions of such exemptive relief and other pertinent factors (the “Relief”). Additionally, if the Investment Adviser forms other funds in the future, the Company may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

The Goldman Sachs Asset Management Private Credit Team is composed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments, and monitoring and servicing the Company’s investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Relief a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company.

In addition, the Company has filed an application to amend the Relief to permit the Company to participate in follow-on investments in the Company's existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Company will receive the amended exemptive order.

Placement Agent Agreement

The Company has entered into an agreement with each of Goldman, Sachs & Co. LLC and Goldman Sachs International pursuant to which Goldman, Sachs & Co. LLC and Goldman Sachs International will assist the Company in conducting private placement offerings. Goldman, Sachs & Co. LLC and Goldman Sachs International have entered into or will enter into sub-placement agreements (together with the agreements with Goldman Sachs & Co. LLC and Goldman Sachs International, the “Placement Agent Agreements”) with various sub-placement agents to assist in conducting the private placement offering. The placement agents are not expected to be compensated by the Company for their services, but may charge investors a placement fee with respect to their investments in the Company. The placement agents may also be compensated by the Investment Adviser, in its discretion, for certain services including promotional and marketing support, stockholder servicing, operational and recordkeeping, sub-accounting, networking or administrative services. These payments are made out of the Investment Adviser’s own resources and/or assets, including from the revenues or profits derived from the advisory fees the Investment Adviser receives from the Company.

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Investments

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Investments

4. INVESTMENTS

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:

	March 31, 2023				December 31, 2022
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	264,970	$	263,423	$	240,889	$	239,700
1st Lien/Last-Out Unitranche		6,545		6,481		6,352		6,295
Preferred Stock		2,711		2,988		2,711		2,826
Common Stock		670		787		670		768
Warrants		216		27		216		71
Total investments	$	275,112	$	273,706	$	250,838	$	249,660

The industry composition of the Company’s investments at fair value and net assets was as follows:

	March 31, 2023						December 31, 2022
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Diversified Financial Services		17.9	%		27.7	%		19.7	%		28.7	%
Diversified Consumer Services		16.8			26.0			17.1			24.9
Software		14.9			23.1			16.2			23.6
Health Care Providers & Services		9.9			15.3			9.2			13.4
IT Services		9.1			14.2			9.2			13.4
Health Care Technology		9.1			14.2			8.9			12.8
Professional Services		7.6			11.8			8.4			12.2
Automobiles		4.5			6.9			4.9			7.1
Real Estate Mgmt. & Development		3.3			5.1			3.6			5.2
Aerospace & Defense		2.7			4.2			—			—
Distributors		1.5			2.3			—			—
Commercial Services & Supplies		1.4			2.2			1.4			2.0
Entertainment		1.3			2.0			1.4			2.1
Total		100.0	%		155.0	%		100.0	%		145.4	%

The geographic composition of the Company’s investments at fair value was as follows:

Geographic	March 31, 2023			December 31, 2022
United States		81.2	%		80.4	%
United Kingdom		14.3			14.7
Canada		4.5			4.9
Total		100.0	%		100.0	%

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Fair Value Measurement

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

5. FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

Level 2 Instruments	Valuation Techniques and Significant Inputs
Equity and Fixed Income	The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.
Derivative Contracts	Over-the-counter ("OTC") derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

Level 3 Instruments	Valuation Techniques and Significant Inputs
Bank Loans, Corporate Debt, and Other Debt Obligations	Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis.
Equity	Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets.

The table below presents the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of March 31, 2023 and December 31, 2022. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest discount rate in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

Level 3 Instruments	Fair Value(1) (2)		Valuation Techniques (3)	Significant Unobservable Inputs	Range of Significant Unobservable Inputs(4)	Weighted Average(5)
As of March 31, 2023
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	246,832	Discounted cash flows	Discount Rate	7.5% - 11.2%	10.1%
1st Lien/Last-Out Unitranche		6,481	Discounted cash flows	Discount Rate	—	10.5%
Equity
Preferred Stock	$	1,384	Comparable multiples	EV/EBITDA(6)	—	29.9x
		1,604	Comparable multiples	EV/Revenue	—	3.6x
Common Stock		787	Comparable multiples	EV/EBITDA(6)	9.3x - 17.6x	12.2x
Warrants		27	Comparable multiples	EV/Revenue	—	3.6x
As of December 31, 2022
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	168,648	Discounted cash flows	Discount Rate	7.4% - 11.5%	9.9%
1st Lien/Last-Out Unitranche		6,295	Discounted cash flows	Discount Rate	—	10.9%
Equity
Preferred Stock	$	1,349	Comparable multiples	EV/EBITDA(6)	—	27.9x
		1,477	Comparable multiples	EV/Revenue	—	4.0x
Common Stock		768	Comparable multiples	EV/EBITDA(6)	9.1x - 18.3x	12.4x
Warrants		71	Comparable multiples	EV/Revenue	—	4.0x

(1)As of March 31, 2023, included within Level 3 assets of $273,706 is an amount of $16,591 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $253,313 or 93.9% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)As of December 31, 2022, included within Level 3 assets of $249,660 is an amount of $71,052 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in determination of fair value for $174,943 or 71.1% of Level 3 bank loans, corporate debt, and other debt obligations.

(3)The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

(4)The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.

(5)Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

(6)Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2023 and December 31, 2022. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.

The following is a summary of the Company’s assets categorized within the fair value hierarchy:

	March 31, 2023								December 31, 2022
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	—	$	263,423	$	263,423	$	—	$	—	$	239,700	$	239,700
1st Lien/Last-Out Unitranche		—		—		6,481		6,481		—		—		6,295		6,295
Preferred Stock		—		—		2,988		2,988		—		—		2,826		2,826
Common Stock		—		—		787		787		—		—		768		768
Warrants		—		—		27		27		—		—		71		71
Investments in Affiliated Money Market Fund		7,313		—		—		7,313		—		—		—		—
Total	$	7,313	$	—	$	273,706	$	281,019	$	—	$	—	$	249,660	$	249,660

The below table presents a summary of changes in fair value of Level 3 assets by investment type:

Assets	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Transfers In (2)		Transfers Out (2)		Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Three Months Ended March 31, 2023
1st Lien/Senior Secured Debt	$	239,700	$	24,513	$	11	$	(358	)	$	(661	)	$	218	$	—	$	—	$	263,423	$	(358	)
1st Lien/Last-Out Unitranche		6,295		186		—		(7	)		—			7		—		—		6,481		(7	)
Preferred Stock		2,826		—		—		162			—			—		—		—		2,988		162
Common Stock		768		—		—		19			—			—		—		—		787		19
Warrants		71		—		—		(44	)		—			—		—		—		27		(44	)
Total assets	$	249,660	$	24,699	$	11	$	(228	)	$	(661	)	$	225	$	—	$	—	$	273,706	$	(228	)
For the Three Months Ended March 31, 2022
1st Lien/Senior    Secured Debt	$	26,413	$	13,195	$	—	$	(177	)	$	(26	)	$	35	$	—	$	—	$	39,440	$	(177	)
1st Lien/Last-Out Unitranche		—		—		—		—			—			—		—		—		—		—
2nd Lien/Senior Secured Debt		—		—		—		—			—			—		—		—		—		—
Unsecured Debt		—		—		—		—			—			—		—		—		—		—
Preferred Stock		2,711		—		—		146			—			—		—		—		2,857		146
Common Stock		270		—		—		14			—			—		—		—		284		14
Warrants		216		—		—		40			—			—		—		—		256		40
Total assets	$	29,610	$	13,195	$	—	$	23		$	(26	)	$	35	$	—	$	—	$	42,837	$	23

(1)Purchases may include PIK, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

(2)Transfers in (out) of Level 3, if any, are due to a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.

Debt Not Carried at Fair Value

The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of March 31, 2023 and December 31, 2022, approximates its carrying value because the Revolving Credit Facilities have variable interest based on selected short-term rates.

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Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

6. DEBT

On November 1, 2021, the Initial Member approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act to the Company and such election became effective the following day. As a result of this approval, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2023 and December 31, 2022, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 258% and 316%.

The Company’s outstanding debt was as follows:

	March 31, 2023						December 31, 2022
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
BoA Revolving Credit Facility(1)	$	127,586	$	16,761	$	111,956	$	156,586	$	76,796	$	79,443
Truist Revolving Credit Facility(2)		305,000		305,000		—		—		—		—
Total debt	$	432,586	$	321,761	$	111,956	$	156,586	$	76,796	$	79,443

(1)Provides, under certain circumstances, a total borrowing capacity of $300,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in USD of $60,500, in GBP of £31,665 and in CAD of CAD 16,750. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $30,000, in GBP of £30,665 and in CAD of CAD 16,750.

(2)Provides, under certain circumstances, a total borrowing capacity of $750,000.

The combined weighted average interest rates of the aggregate borrowings outstanding for the three months ended March 31, 2023 and for the year ended December 31, 2022 were 7.25% and 5.30% respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2023 and for the year ended December 31, 2022 was $98,570 and $33,710.

BoA Revolving Credit Facility

The Company entered into the BoA Revolving Credit Facility on November 26, 2021 with Bank of America, N.A. (“BoA”), as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. Subject to availability under the “Borrowing Base,” the maximum principal amount of the BoA Revolving Credit Facility was $127,586 as of March 31, 2023. The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The stated maturity date of the BoA Revolving Credit Facility is November 24, 2023. The Company amended the BoA Revolving Credit Facility on July 26, 2022 and November 14, 2022.

Proceeds from the BoA Revolving Credit Facility may be used for investments, working capital, expenses and general corporate purposes (including to pay dividends or distributions).

Under the BoA Revolving Credit Facility, prior to the amendment on July 26, 2022, the Company had the ability to elect either LIBOR or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility was the prevailing LIBOR for one month plus 2.85% per annum or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85%, (ii) the Federal Funds Rate plus 0.50% plus 1.85%, and (iii) Adjusted LIBOR Rate plus 1.00%). Effective July 26, 2022, the Company has the ability to elect Daily Simple SOFR, Term SOFR, the applicable alternative currency rate, or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the BoA Revolving Credit Facility is (A) the prevailing Daily Simple SOFR, Term SOFR for the applicable interest period or the applicable alternative currency rate, in each case, plus any applicable credit spread adjustment, plus 2.85% per annum, or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85% per annum, (ii) the Federal Funds Rate plus 0.50% plus 1.85% per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%). The Company pays a 0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.

Amounts drawn under the BoA Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the BoA Revolving Credit Facility. In addition, any transfer of shares from a stockholder whose undrawn commitments are included in the Borrowing Base to a stockholder that is not eligible to be included in the Borrowing Base (or that is eligible to be included in the Borrowing Base at a lower advance rate) may trigger mandatory prepayment obligations.

The BoA Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of the Company’s investors (with certain exceptions) and the proceeds thereof, including an assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the BoA Revolving Credit Facility, in certain circumstances after an event of default, the Administrative Agent will be able to require investors to fund their capital commitments directly to the Administrative Agent for the purposes of repaying the loans, but lenders cannot seek recourse against a stockholder in excess of such stockholder's obligation to contribute capital to the Company.

The BoA Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, representations and covenants regarding treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on the Company’s ability to make certain distributions, to incur additional indebtedness, to incur any liens on the collateral and to permit certain transfers of stockholders’ ownership interest in the shares. The BoA Revolving Credit Facility includes customary conditions precedent to the draw-down of loans and customary events of default. As of March 31, 2023, the Company was in compliance with these covenants.

Costs of $904 were incurred in connection with obtaining and amending the BoA Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the BoA Revolving Credit Facility using the straight-line method. As of March 31, 2023 and December 31, 2022, outstanding deferred financing costs were $351 and $484.

The below table presents the summary information of the BoA Revolving Credit Facility:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Borrowing interest expense	$	1,763		$	106
Facility fees		153			40
Amortization of financing costs		133			68
Total	$	2,049		$	214
Weighted average interest rate		7.25	%		3.05	%
Average outstanding balance	$	98,570		$	14,157

Truist Revolving Credit Facility

The Company entered into the Truist Revolving Credit Facility on February 28, 2023 with Truist Bank, as administrative agent, lead arranger, letter of credit issuer and lender.

The Truist Revolving Credit Facility is a multicurrency facility, and as of March 31, 2023, total commitments under the Truist Revolving Credit Facility were $305,000. The Truist Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Truist Revolving Credit Facility to $750,000. Any amounts borrowed under the Truist Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 28, 2028.

Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company's election) of either (i) term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple RFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, the Company may elect either term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.

The Company’s obligations to the lenders under the Truist Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Truist Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum shareholders’ equity, (ii) maintaining an asset coverage ratio of at least 1.50 to 1 and (iii) restrictions on industry concentrations in the Company’s investment portfolio. As of March 31, 2023, the Company was in compliance with these covenants.

The Truist Revolving Credit Facility may be guaranteed by certain of the Company’s subsidiaries that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). The Truist Revolving Credit Facility also includes representations and warranties, conditions precedent to funding of draws and events of default (including a change in control event of default trigger).

Costs of $2,864 were incurred in connection with obtaining the Truist Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Truist Revolving Credit Facility using the straight-line method. As of March 31, 2023 and December 31, 2022, outstanding deferred financing costs were $2,814 and $0.

The below table presents the summary information of the Truist Revolving Credit Facility:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Borrowing interest expense	$	—		N/A
Facility fees		19		N/A
Amortization of financing costs		50		N/A
Total	$	69		N/A
Weighted average interest rate		—	%	N/A
Average outstanding balance	$	—		N/A

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

7. COMMITMENTS AND CONTINGENCIES

Capital Commitments

The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:

	March 31, 2023							December 31, 2022
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Stock	$	546,425	$	369,815		32	%	$	543,340	$	367,875		32	%

Portfolio Company Commitments

The Company may enter into investment commitments to fund investments through signed commitment letters. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of March 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:

	Unfunded Commitment Balances (1)
	March 31, 2023		December 31, 2022
1st Lien/Senior Secured Debt
Admiral Buyer, Inc. (dba Fidelity Payment Services)	$	2,810	$	2,810
Bigchange Group Limited		418		402
BSI3 Menu Buyer, Inc (dba Kydia)		249		249
Businessolver.com, Inc.		536		536
Checkmate Finance Merger Sub, LLC		367		367
Clearcourse Partnership Acquireco Finance Limited		6,787		7,832
CloudBees, Inc.		86		86
Coding Solutions Acquisition, Inc.		1,725		1,786
Coretrust Purchasing Group LLC		3,865		3,864
CST Buyer Company (dba Intoxalock)		574		574
DFS Holding Company, Inc.		867		7,102
Frontgrade Technologies (dba Cobham Holdings Inc)		802		—
Governmentjobs.com, Inc. (dba NeoGov)		2,268		2,268
Groundworks, LLC		450		—
HealthEdge Software, Inc.		4,654		7,500
HumanState Limited (dba PayProp)		10,806		10,591
iCIMS, Inc.		6,271		6,454
Intelligent Medical Objects, Inc.		1,144		1,224
iWave Information Systems, Inc.		1,087		1,087
Kaseya Inc.		700		700
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		472		1,097
MerchantWise Solutions, LLC (dba HungerRush)		1,415		1,414
Millstone Medical Outsourcing, LLC		207		207
NFM & J, L.P. (dba the Facilities Group)		599		707
PDDS Holdco, Inc. (dba Planet DDS)		1,958		1,958
Qualawash Holdings, LLC		550		865
Rubrik,Inc.		731		732
Solaris (dba Urology Management Holdings, Inc.)		1,681		—
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		3,000		3,000
SpendMend, LLC		1,180		1,302
Spotless Brands, LLC		1,650		1,650
Trader Corporation		946		945
WebPT, Inc.		373		449
Whitewater Holding Company LLC		4,599		5,741
Zarya Intermediate, LLC (dba iOFFICE)		938		938
Total 1st Lien/Senior Secured Debt	$	66,765	$	76,437
1st Lien/Last-Out Unitranche
EDB Parent, LLC (dba Enterprise DB)	$	1,875	$	2,061
Total 1st Lien/Last-Out Unitranche	$	1,875	$	2,061
Total	$	68,640	$	78,498

(1)Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.

Contingencies

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

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Net Assets

3 Months Ended

Mar. 31, 2023

Net Assets [Abstract]

Net Assets

8. NET ASSETS

Capital Drawdowns

The following table summarizes the total shares issued and proceeds related to capital drawdowns:

Share Issue Date	Shares Issued		Proceeds Received
For the three months ended March 31, 2023
February 21, 2023		62,172	$	1,145
Total capital drawdowns		62,172	$	1,145
For the three months ended March 31, 2022
March 16, 2022		1,823,817	$	34,051
Total capital drawdowns		1,823,817	$	34,051

Distributions

The following table reflects the distributions declared on the Company’s common stock:

Date Declared	Record Date	Payment Date	Amount Per Share
For the three months ended March 31, 2023
February 28, 2023	April 5, 2023	April 27, 2023	$	0.50

There were no distributions declared on the Company’s common stock for the three months ended March 31, 2022.

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Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

9. EARNINGS (LOSS) PER SHARE

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

	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
Net increase (decrease) in net assets from operations	$	3,807	$	(338	)
Weighted average shares outstanding		9,432,437		1,761,808
Basic and diluted earnings (loss) per share	$	0.40	$	(0.19	)

Diluted earnings per share equal basic earnings per share because there were no common share equivalents outstanding during the period presented.

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Financial Highlights

3 Months Ended

Mar. 31, 2023

Statement of Financial Position [Abstract]

Financial Highlights

10. FINANCIAL HIGHLIGHTS

The below table presents the schedule of financial highlights of the Company:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Per Share Data:(1)
NAV, beginning of period	$	18.25		$	18.73
Net investment income (loss)		0.48			(0.24	)
Net realized and unrealized gains (losses)(2)		(0.08	)		0.10
Net increase (decrease) in net assets from operations(2)	$	0.40		$	(0.14	)
NAV, end of period	$	18.65		$	18.59
Shares outstanding, end of period		9,467,668			3,261,391
Weighted average shares outstanding		9,432,437			1,761,808
Total return based on NAV(3)		2.19	%		(0.75	%)
Supplemental Data/Ratio(4):
Net assets, end of period	$	176,608		$	60,641
Ratio of net expenses to average net assets		7.74	%		13.33	%
Ratio of expenses (without incentive fees and interest and other debt expenses)  to average net assets		2.81	%		10.65	%
Ratio of interest and other debt expenses to average net assets		4.93	%		2.64	%
Ratio of incentive fees to average net assets	—%				0.04	%
Ratio of total expenses to average net assets		7.74	%		14.21	%
Ratio of net investment income to average net assets		10.60	%		(4.91	%)
Portfolio turnover		0	%		0	%

(1)The per share data was derived by using the weighted average share outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per share for the applicable period.

(2)The amount shown may not correspond for the period as it includes the effect of the timing of capital drawdowns and distributions.

(3)Calculated as the change in NAV per share during the period plus dividends declared per share, divided by the beginning NAV per share.

(4)Ratios are annualized, except for, as applicable, unvested Incentive Fees and organization costs.

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Subsequent events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

11. SUBSEQUENT EVENTS

Subsequent events after the date of the Consolidated Statements of Assets and Liabilities have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.

On May 3, 2023, the Board of Directors declared a distribution equal to an amount up to the Company's taxable earnings per share, including net investment income (if positive) for the period April 1, 2023 through June 30, 2023, payable on or about July 28, 2023 to shareholders of record as of July 6, 2023.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.

Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2023. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Basis of Consolidation

Basis of Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiary, MMLC II Blocker I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

Revenue Recognition

The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.

Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.

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

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.

Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.

Non-Accrual Investments

Non-Accrual Investments

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31, 2023 and December 31, 2022, the Company did not have any investments on non-accrual status.

Investments

Investments

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent price sources. In the absence of quoted market prices, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the Board of Directors, pursuant to Rule 2a-5 under the Investment Company Act.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”

The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has designated to the Investment Adviser day-to-day responsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing sources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing sources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Valuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures approved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the valuation designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:

(1)The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the valuation of the portfolio investment;

(2)The Valuation Designee also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Valuation Designee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor;

(3)The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the controllers group of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Asset Management Private Investment Valuation and Side Pocket Working Group of the Asset Management Valuation Committee (the “Asset Management Private Investment Valuation and Side Pocket Working Group”), which is comprised of a number of representatives from different functions and areas of expertise related to GSAM’s business and controls who are independent of the investment decision making process;

(4)The Asset Management Private Investment Valuation and Side Pocket Working Group reviews and preliminarily approves the fair valuations and makes fair valuation recommendations to the Asset Management Valuation Committee;

(5)The Asset Management Valuation Committee reviews the valuation information provided by the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors. The Asset Management Valuation Committee then assesses such valuation recommendations; and

(6)Through the Asset Management Valuation Committee, the Valuation Designee discusses the valuations, provides written reports to the Board of Directors on at least a quarterly basis, and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Asset Management Valuation Committee, the Asset Management Private Investment Valuation and Side Pocket Working Group, the VOG, the investment professionals of the Investment Adviser responsible for valuations, and the Independent Valuation Advisors.

Money Market Funds

Money Market Funds

Investments in money market funds are valued at net asset value (“NAV”) per share and are considered cash equivalents for the purposes of the management fee paid to the Investment Adviser. See Note 3 “Significant Agreements and Related Party Transactions.”

Cash

Cash

Cash consists of deposits held at a custodian bank. As of March 31, 2023 and December 31, 2022, the Company held an aggregate cash balance of $3,721 and $3,675. Foreign currency of $441 and $375 (acquisition cost of $436 and $371) is included in cash as of March 31, 2023 and December 31, 2022.

Foreign Currency Translation

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized gains (losses) on foreign currency translations in the Consolidated Statements of Operations.

Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

Income Taxes

Income Taxes

The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.

The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.

The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2021. So long as the Company maintains its qualification for tax treatment as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

The Company’s consolidated subsidiary is subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.

Distributions

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce a stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

Deferred Financing Costs

Deferred Financing Costs

Deferred financing costs consist of fees and expenses paid in connection with the closing of and amendments to the revolving credit facility with Bank of America, N.A (the “BoA Revolving Credit Facility”) and the revolving credit facility between the Company and Truist Bank (the "Truist Revolving Credit Facility" and together with the BoA Revolving Credit Facility, the "Revolving Credit Facilities"). These costs are amortized using the straight-line method over the respective terms of the Revolving Credit Facilities. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

Offering costs

Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the continuous offering of shares, including legal, printing and other costs, as well as costs associated with the preparation and filing of the Company’s registration statement on Form 10. Offering costs are recognized as a deferred charge and are amortized on a straight line basis over 12 months beginning on the date of commencement of operations.

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Significant Agreements and Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

Schedule of Affiliated Investments

The table below presents the Company’s affiliated investments:

	Beginning Fair Value Balance		Gross Additions(1)		Gross Reductions(2)			Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Ending Fair Value Balance		Dividend, Interest and Other Income
For the Three Months Ended March 31, 2023
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	—	$	10,236	$	(2,923	)	$	—	$	—	$	7,313	$	28
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		3,843		5		(8	)		—		11		3,851		101
Total Non-Controlled Affiliates	$	3,843	$	10,241	$	(2,931	)	$	—	$	11	$	11,164	$	129
For the Year Ended December 31, 2022
Non-Controlled Affiliates
Goldman Sachs Financial Square Government Fund	$	23,067	$	135,038	$	(158,105	)	$	—	$	—	$	—	$	47
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)	$	—	$	3,803	$	(18	)	$	—	$	58	$	3,843	$	174
Total Non-Controlled Affiliates	$	23,067	$	138,841	$	(158,123	)	$	—	$	58	$	3,843	$	221

(1)Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(2)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

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Investments (Tables)

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Schedule of Investments Excluding Investments in Money Market Funds

The Company’s investments (excluding investments in money market funds, if any) consisted of the following:

	March 31, 2023				December 31, 2022
Investment Type	Cost		Fair Value		Cost		Fair Value
1st Lien/Senior Secured Debt	$	264,970	$	263,423	$	240,889	$	239,700
1st Lien/Last-Out Unitranche		6,545		6,481		6,352		6,295
Preferred Stock		2,711		2,988		2,711		2,826
Common Stock		670		787		670		768
Warrants		216		27		216		71
Total investments	$	275,112	$	273,706	$	250,838	$	249,660

Schedule of Investments at Fair Value and Net Assets

The industry composition of the Company’s investments at fair value and net assets was as follows:

	March 31, 2023						December 31, 2022
Industry	Fair Value			Net Assets			Fair Value			Net Assets
Diversified Financial Services		17.9	%		27.7	%		19.7	%		28.7	%
Diversified Consumer Services		16.8			26.0			17.1			24.9
Software		14.9			23.1			16.2			23.6
Health Care Providers & Services		9.9			15.3			9.2			13.4
IT Services		9.1			14.2			9.2			13.4
Health Care Technology		9.1			14.2			8.9			12.8
Professional Services		7.6			11.8			8.4			12.2
Automobiles		4.5			6.9			4.9			7.1
Real Estate Mgmt. & Development		3.3			5.1			3.6			5.2
Aerospace & Defense		2.7			4.2			—			—
Distributors		1.5			2.3			—			—
Commercial Services & Supplies		1.4			2.2			1.4			2.0
Entertainment		1.3			2.0			1.4			2.1
Total		100.0	%		155.0	%		100.0	%		145.4	%

Schedule of Geographic Composition of Investments at Fair Value

The geographic composition of the Company’s investments at fair value was as follows:

Geographic	March 31, 2023			December 31, 2022
United States		81.2	%		80.4	%
United Kingdom		14.3			14.7
Canada		4.5			4.9
Total		100.0	%		100.0	%

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Ranges of Significant Unobservable Inputs Used to Value Level 3 Assets

The table below presents the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of March 31, 2023 and December 31, 2022.

Level 3 Instruments	Fair Value(1) (2)		Valuation Techniques (3)	Significant Unobservable Inputs	Range of Significant Unobservable Inputs(4)	Weighted Average(5)
As of March 31, 2023
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	246,832	Discounted cash flows	Discount Rate	7.5% - 11.2%	10.1%
1st Lien/Last-Out Unitranche		6,481	Discounted cash flows	Discount Rate	—	10.5%
Equity
Preferred Stock	$	1,384	Comparable multiples	EV/EBITDA(6)	—	29.9x
		1,604	Comparable multiples	EV/Revenue	—	3.6x
Common Stock		787	Comparable multiples	EV/EBITDA(6)	9.3x - 17.6x	12.2x
Warrants		27	Comparable multiples	EV/Revenue	—	3.6x
As of December 31, 2022
Bank Loans, Corporate Debt, and Other Debt Obligations
1st Lien/Senior Secured Debt	$	168,648	Discounted cash flows	Discount Rate	7.4% - 11.5%	9.9%
1st Lien/Last-Out Unitranche		6,295	Discounted cash flows	Discount Rate	—	10.9%
Equity
Preferred Stock	$	1,349	Comparable multiples	EV/EBITDA(6)	—	27.9x
		1,477	Comparable multiples	EV/Revenue	—	4.0x
Common Stock		768	Comparable multiples	EV/EBITDA(6)	9.1x - 18.3x	12.4x
Warrants		71	Comparable multiples	EV/Revenue	—	4.0x

(1)As of March 31, 2023, included within Level 3 assets of $273,706 is an amount of $16,591 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $253,313 or 93.9% of Level 3 bank loans, corporate debt, and other debt obligations.

(2)As of December 31, 2022, included within Level 3 assets of $249,660 is an amount of $71,052 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in determination of fair value for $174,943 or 71.1% of Level 3 bank loans, corporate debt, and other debt obligations.

(3)The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques.

(4)The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.

(5)Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

(6)Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”).

Summary of Assets Categorized Within Fair Value Hierarchy

The following is a summary of the Company’s assets categorized within the fair value hierarchy:

	March 31, 2023								December 31, 2022
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	—	$	263,423	$	263,423	$	—	$	—	$	239,700	$	239,700
1st Lien/Last-Out Unitranche		—		—		6,481		6,481		—		—		6,295		6,295
Preferred Stock		—		—		2,988		2,988		—		—		2,826		2,826
Common Stock		—		—		787		787		—		—		768		768
Warrants		—		—		27		27		—		—		71		71
Investments in Affiliated Money Market Fund		7,313		—		—		7,313		—		—		—		—
Total	$	7,313	$	—	$	273,706	$	281,019	$	—	$	—	$	249,660	$	249,660

Summary of Changes in Fair Value of Level 3 Assets By Investment Type

The below table presents a summary of changes in fair value of Level 3 assets by investment type:

Assets	Beginning Balance		Purchases(1)		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Transfers In (2)		Transfers Out (2)		Ending Balance		Net Change in Unrealized Appreciation (Depreciation) for assets still held
For the Three Months Ended March 31, 2023
1st Lien/Senior Secured Debt	$	239,700	$	24,513	$	11	$	(358	)	$	(661	)	$	218	$	—	$	—	$	263,423	$	(358	)
1st Lien/Last-Out Unitranche		6,295		186		—		(7	)		—			7		—		—		6,481		(7	)
Preferred Stock		2,826		—		—		162			—			—		—		—		2,988		162
Common Stock		768		—		—		19			—			—		—		—		787		19
Warrants		71		—		—		(44	)		—			—		—		—		27		(44	)
Total assets	$	249,660	$	24,699	$	11	$	(228	)	$	(661	)	$	225	$	—	$	—	$	273,706	$	(228	)
For the Three Months Ended March 31, 2022
1st Lien/Senior    Secured Debt	$	26,413	$	13,195	$	—	$	(177	)	$	(26	)	$	35	$	—	$	—	$	39,440	$	(177	)
1st Lien/Last-Out Unitranche		—		—		—		—			—			—		—		—		—		—
2nd Lien/Senior Secured Debt		—		—		—		—			—			—		—		—		—		—
Unsecured Debt		—		—		—		—			—			—		—		—		—		—
Preferred Stock		2,711		—		—		146			—			—		—		—		2,857		146
Common Stock		270		—		—		14			—			—		—		—		284		14
Warrants		216		—		—		40			—			—		—		—		256		40
Total assets	$	29,610	$	13,195	$	—	$	23		$	(26	)	$	35	$	—	$	—	$	42,837	$	23

(1)Purchases may include PIK, securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments.

(2)Transfers in (out) of Level 3, if any, are due to a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.

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Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Instrument [Line Items]

Schedule of Outstanding Debt

The Company’s outstanding debt was as follows:

	March 31, 2023						December 31, 2022
	Aggregate Borrowing Amount Committed		Amount Available		Carrying Value		Aggregate Borrowing Amount Committed		Amount Available		Carrying Value
BoA Revolving Credit Facility(1)	$	127,586	$	16,761	$	111,956	$	156,586	$	76,796	$	79,443
Truist Revolving Credit Facility(2)		305,000		305,000		—		—		—		—
Total debt	$	432,586	$	321,761	$	111,956	$	156,586	$	76,796	$	79,443

(1)Provides, under certain circumstances, a total borrowing capacity of $300,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in USD of $60,500, in GBP of £31,665 and in CAD of CAD 16,750. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $30,000, in GBP of £30,665 and in CAD of CAD 16,750.

(2)Provides, under certain circumstances, a total borrowing capacity of $750,000.

BoA Revolving Credit Facility

Debt Instrument [Line Items]

Schedule of Revolving Credit Facility

The below table presents the summary information of the BoA Revolving Credit Facility:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Borrowing interest expense	$	1,763		$	106
Facility fees		153			40
Amortization of financing costs		133			68
Total	$	2,049		$	214
Weighted average interest rate		7.25	%		3.05	%
Average outstanding balance	$	98,570		$	14,157

Truist Revolving Credit Facility

Debt Instrument [Line Items]

Schedule of Revolving Credit Facility

The below table presents the summary information of the Truist Revolving Credit Facility:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Borrowing interest expense	$	—		N/A
Facility fees		19		N/A
Amortization of financing costs		50		N/A
Total	$	69		N/A
Weighted average interest rate		—	%	N/A
Average outstanding balance	$	—		N/A

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Aggregate Capital Commitments and Undrawn Capital Commitments from Investors

Capital Commitments

The Company had aggregate capital commitments and undrawn capital commitments from investors as follows:

	March 31, 2023							December 31, 2022
	Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common Stock	$	546,425	$	369,815		32	%	$	543,340	$	367,875		32	%

Schedule of Unfunded Commitments by Investment Types

The Company had the following unfunded commitments by investment types:

	Unfunded Commitment Balances (1)
	March 31, 2023		December 31, 2022
1st Lien/Senior Secured Debt
Admiral Buyer, Inc. (dba Fidelity Payment Services)	$	2,810	$	2,810
Bigchange Group Limited		418		402
BSI3 Menu Buyer, Inc (dba Kydia)		249		249
Businessolver.com, Inc.		536		536
Checkmate Finance Merger Sub, LLC		367		367
Clearcourse Partnership Acquireco Finance Limited		6,787		7,832
CloudBees, Inc.		86		86
Coding Solutions Acquisition, Inc.		1,725		1,786
Coretrust Purchasing Group LLC		3,865		3,864
CST Buyer Company (dba Intoxalock)		574		574
DFS Holding Company, Inc.		867		7,102
Frontgrade Technologies (dba Cobham Holdings Inc)		802		—
Governmentjobs.com, Inc. (dba NeoGov)		2,268		2,268
Groundworks, LLC		450		—
HealthEdge Software, Inc.		4,654		7,500
HumanState Limited (dba PayProp)		10,806		10,591
iCIMS, Inc.		6,271		6,454
Intelligent Medical Objects, Inc.		1,144		1,224
iWave Information Systems, Inc.		1,087		1,087
Kaseya Inc.		700		700
LCG Vardiman Black, LLC (dba Specialty Dental Brands)		472		1,097
MerchantWise Solutions, LLC (dba HungerRush)		1,415		1,414
Millstone Medical Outsourcing, LLC		207		207
NFM & J, L.P. (dba the Facilities Group)		599		707
PDDS Holdco, Inc. (dba Planet DDS)		1,958		1,958
Qualawash Holdings, LLC		550		865
Rubrik,Inc.		731		732
Solaris (dba Urology Management Holdings, Inc.)		1,681		—
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)		3,000		3,000
SpendMend, LLC		1,180		1,302
Spotless Brands, LLC		1,650		1,650
Trader Corporation		946		945
WebPT, Inc.		373		449
Whitewater Holding Company LLC		4,599		5,741
Zarya Intermediate, LLC (dba iOFFICE)		938		938
Total 1st Lien/Senior Secured Debt	$	66,765	$	76,437
1st Lien/Last-Out Unitranche
EDB Parent, LLC (dba Enterprise DB)	$	1,875	$	2,061
Total 1st Lien/Last-Out Unitranche	$	1,875	$	2,061
Total	$	68,640	$	78,498

(1)Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date.

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Net Assets (Tables)

3 Months Ended

Mar. 31, 2023

Net Assets [Abstract]

Summary of shares issued and proceeds related to capital drawdowns

The following table summarizes the total shares issued and proceeds related to capital drawdowns:

Share Issue Date	Shares Issued		Proceeds Received
For the three months ended March 31, 2023
February 21, 2023		62,172	$	1,145
Total capital drawdowns		62,172	$	1,145
For the three months ended March 31, 2022
March 16, 2022		1,823,817	$	34,051
Total capital drawdowns		1,823,817	$	34,051

Schedule of Distributions Declared on Common Stock

The following table reflects the distributions declared on the Company’s common stock:

Date Declared	Record Date	Payment Date	Amount Per Share
For the three months ended March 31, 2023
February 28, 2023	April 5, 2023	April 27, 2023	$	0.50

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Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

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

	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
Net increase (decrease) in net assets from operations	$	3,807	$	(338	)
Weighted average shares outstanding		9,432,437		1,761,808
Basic and diluted earnings (loss) per share	$	0.40	$	(0.19	)

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Financial Highlights (Tables)

3 Months Ended

Mar. 31, 2023

Statement of Financial Position [Abstract]

Schedule of Financial Highlights of the Company

The below table presents the schedule of financial highlights of the Company:

	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
Per Share Data:(1)
NAV, beginning of period	$	18.25		$	18.73
Net investment income (loss)		0.48			(0.24	)
Net realized and unrealized gains (losses)(2)		(0.08	)		0.10
Net increase (decrease) in net assets from operations(2)	$	0.40		$	(0.14	)
NAV, end of period	$	18.65		$	18.59
Shares outstanding, end of period		9,467,668			3,261,391
Weighted average shares outstanding		9,432,437			1,761,808
Total return based on NAV(3)		2.19	%		(0.75	%)
Supplemental Data/Ratio(4):
Net assets, end of period	$	176,608		$	60,641
Ratio of net expenses to average net assets		7.74	%		13.33	%
Ratio of expenses (without incentive fees and interest and other debt expenses)  to average net assets		2.81	%		10.65	%
Ratio of interest and other debt expenses to average net assets		4.93	%		2.64	%
Ratio of incentive fees to average net assets	—%				0.04	%
Ratio of total expenses to average net assets		7.74	%		14.21	%
Ratio of net investment income to average net assets		10.60	%		(4.91	%)
Portfolio turnover		0	%		0	%

(1)The per share data was derived by using the weighted average share outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per share for the applicable period.

(2)The amount shown may not correspond for the period as it includes the effect of the timing of capital drawdowns and distributions.

(3)Calculated as the change in NAV per share during the period plus dividends declared per share, divided by the beginning NAV per share.

(4)Ratios are annualized, except for, as applicable, unvested Incentive Fees and organization costs.

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Organization - Additional Information (Details)	Oct. 29, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Investment Adviser commitment	$ 100

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Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Significant Accounting Policy [Line Items]
Cash	$ 3,721	$ 3,675
Foreign currency
Significant Accounting Policy [Line Items]
Cash	441	375
Acquisition costs	$ 436	$ 371

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Significant Agreements and Related Party Transactions - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) Component	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Related Party Transaction [Line Items]
Management fee percentage per quarter	0.001875
Annual management fee percentage	0.75%
Management fee	$ 497,000	$ 71,000
Investment adviser voluntary agreed waive of management fees		71,000
Management fees payable	$ 497,000		$ 393,000
Number of components included in incentive fees | Component	2
Hurdle rate for incentive fee purpose	1.75%
Incentive fee if no excess income amount	$ 0
Percentage of ordinary income considered for incentive If that exceeds hurdle amount	100.00%
Percentage of Catch-up Amount Multiplied by NAV	0.020588
Percentage of catchup amount multiplied by NAV in the event of a listing	2.1875%
Percentage ordinary income considered for incentive if that exceeds catchup amount	15.00%
Percentage of incentive fee cap	15.00%
Percentage of incentive fee if capital gains positive	15.00%
Incurred expenses for services provided by administrator and custodian fees	$ 91,000	69,000
Administration and custodian fees payable	$ 87,000
Percentage of transfer agent fees	0.15%
Incurred expenses for services provided by transfer agent	$ 65,000	$ 16,000
Transfer agent fees payable	65,000
Accrued Expenses And Other Liabilities
Related Party Transaction [Line Items]
Due to Affiliate	$ 286,000		$ 335,000
Maximum
Related Party Transaction [Line Items]
Percentage ordinary income considered for incentive if that exceeds catchup amount	20.00%
Percentage of incentive fee cap	20.00%
Percentage of incentive fee if capital gains positive	20.00%
Average end of such quarter
Related Party Transaction [Line Items]
Management fee percentage per quarter	0.001875
Annual management fee percentage	0.75%
Average end of two recently completed quarters
Related Party Transaction [Line Items]
Management fee percentage per quarter	0.0025
Annual management fee percentage	1.00%

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Significant Agreements and Related Party Transactions - Schedule of Affiliated Investments (Details) - Non-controlled Affiliated Investments - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Investments [Line Items]
Beginning Fair Value Balance	$ 3,843	$ 23,067
Gross Additions	10,241	138,841
Gross Reductions	(2,931)	(158,123)
Net Change in Unrealized Appreciation (Depreciation)	11	58
Ending Fair Value Balance	11,164	3,843
Interest Income Operating	129	221
Dividend, Interest and Other Income	129	221
Goldman Sachs Financial Square Government Fund
Schedule of Investments [Line Items]
Beginning Fair Value Balance		23,067
Gross Additions	10,236	135,038
Gross Reductions	(2,923)	(158,105)
Ending Fair Value Balance	7,313
Interest Income Operating	28	47
Dividend, Interest and Other Income	28	47
Southeast Mechanical, LLC (dba. SEM Holdings, LLC)
Schedule of Investments [Line Items]
Beginning Fair Value Balance	3,843
Gross Additions	5	3,803
Gross Reductions	(8)	(18)
Net Change in Unrealized Appreciation (Depreciation)	11	58
Ending Fair Value Balance	3,851	3,843
Interest Income Operating	101	174
Dividend, Interest and Other Income	$ 101	$ 174

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Investments - Schedule of Investments Excluding Investments in Money Market Funds (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule of Investments [Line Items]
Cost	$ 275,112	$ 250,838
Fair Value	273,706	249,660
1st Lien/Senior Secured Debt
Schedule of Investments [Line Items]
Cost	264,970	240,889
Fair Value	263,423	239,700
1st Lien/Last-Out Unitranche
Schedule of Investments [Line Items]
Cost	6,545	6,352
Fair Value	6,481	6,295
Preferred Stock
Schedule of Investments [Line Items]
Cost	2,711	2,711
Fair Value	2,988	2,826
Common Stock
Schedule of Investments [Line Items]
Cost	670	670
Fair Value	787	768
Warrant Member
Schedule of Investments [Line Items]
Cost	216	216
Fair Value	$ 27	$ 71

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Investments - Schedule of Investments at Fair Value and Net Assets (Details)	Mar. 31, 2023	Dec. 31, 2022
Schedule of Investments [Line Items]
Fair Value	100.00%	100.00%
Investment owned, percent of net assets	155.00%	145.40%
Diversified Financial Services
Schedule of Investments [Line Items]
Fair Value	17.90%	19.70%
Investment owned, percent of net assets	27.70%	28.70%
Diversified Consumer Services
Schedule of Investments [Line Items]
Fair Value	16.80%	17.10%
Investment owned, percent of net assets	26.00%	24.90%
Software
Schedule of Investments [Line Items]
Fair Value	14.90%	16.20%
Investment owned, percent of net assets	23.10%	23.60%
Health Care Providers & Services
Schedule of Investments [Line Items]
Fair Value	9.90%	9.20%
Investment owned, percent of net assets	15.30%	13.40%
IT Services
Schedule of Investments [Line Items]
Fair Value	9.10%	9.20%
Investment owned, percent of net assets	14.20%	13.40%
Health Care Technology
Schedule of Investments [Line Items]
Fair Value	9.10%	8.90%
Investment owned, percent of net assets	14.20%	12.80%
Professional Services
Schedule of Investments [Line Items]
Fair Value	7.60%	8.40%
Investment owned, percent of net assets	11.80%	12.20%
Automobiles
Schedule of Investments [Line Items]
Fair Value	4.50%	4.90%
Investment owned, percent of net assets	6.90%	7.10%
Real Estate Mgmt. & Development
Schedule of Investments [Line Items]
Fair Value	3.30%	3.60%
Investment owned, percent of net assets	5.10%	5.20%
Aerospace and Defense
Schedule of Investments [Line Items]
Fair Value	2.70%
Investment owned, percent of net assets	4.20%
Distributors
Schedule of Investments [Line Items]
Fair Value	1.50%
Investment owned, percent of net assets	2.30%
Commercial Services Supplies
Schedule of Investments [Line Items]
Fair Value	1.40%	1.40%
Investment owned, percent of net assets	2.20%	2.00%
Entertainment
Schedule of Investments [Line Items]
Fair Value	1.30%	1.40%
Investment owned, percent of net assets	2.00%	2.10%

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Investments - Schedule of Geographic Composition of Investments at Fair Value (Details)	Mar. 31, 2023	Dec. 31, 2022
Schedule of Investments [Line Items]
Percentage of investment at fair value	100.00%	100.00%
United States
Schedule of Investments [Line Items]
Percentage of investment at fair value	81.20%	80.40%
United Kingdom
Schedule of Investments [Line Items]
Percentage of investment at fair value	14.30%	14.70%
Canada
Schedule of Investments [Line Items]
Percentage of investment at fair value	4.50%	4.90%

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Fair Value Measurement - Summary of Ranges of Significant Unobservable Inputs Used to Value Level 3 Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	$ 273,706	$ 249,660
1st Lien/Senior Secured Debt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	263,423	239,700
1st Lien/Last-Out Unitranche
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	6,481	6,295
Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	2,988	2,826
Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	787	768
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	273,706	249,660
Level 3 | 1st Lien/Senior Secured Debt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	263,423	239,700
Level 3 | 1st Lien/Last-Out Unitranche
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	6,481	6,295
Level 3 | Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	2,988	2,826
Level 3 | Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	$ 787	$ 768
Bank Loans, Corporate Debt and Other Debt Obligations | Level 3 | 1st Lien/Senior Secured Debt | Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt Investments, Range of Significant Unobservable Inputs	7.50%	7.40%
Bank Loans, Corporate Debt and Other Debt Obligations | Level 3 | 1st Lien/Senior Secured Debt | Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt Investments, Range of Significant Unobservable Inputs	11.20%	11.50%
Bank Loans, Corporate Debt and Other Debt Obligations | Level 3 | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | 1st Lien/Senior Secured Debt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	$ 246,832	$ 168,648
Bank Loans, Corporate Debt and Other Debt Obligations | Level 3 | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | 1st Lien/Senior Secured Debt | Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt Investments, Range of Significant Unobservable Inputs	10.10%	9.90%
Bank Loans, Corporate Debt and Other Debt Obligations | Level 3 | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | 1st Lien/Last-Out Unitranche
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	$ 6,481	$ 6,295
Bank Loans, Corporate Debt and Other Debt Obligations | Level 3 | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | 1st Lien/Last-Out Unitranche | Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt Investments, Range of Significant Unobservable Inputs	10.50%	10.90%
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, EV/EBITDA | Preferred Stock | Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Equity, Fair Value	$ 1,384	$ 1,349
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, EV/EBITDA | Preferred Stock | Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Equity, Range of Significant Unobservable Inputs	29.9	27.9
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, EV/EBITDA | Common Stock | Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Equity, Fair Value	$ 787	$ 768
Equity, Range of Significant Unobservable Inputs	9.3	9.1
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, EV/EBITDA | Common Stock | Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Equity, Range of Significant Unobservable Inputs	17.6	18.3
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, EV/EBITDA | Common Stock | Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Equity, Range of Significant Unobservable Inputs	12.2	12.4
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, Revenue Multiple
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, Fair Value	$ 27	$ 71
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, Revenue Multiple | Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants, Range of Significant Unobservable Inputs	3.6	4.0
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, Revenue Multiple | Preferred Stock | Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Equity, Fair Value	$ 1,604	$ 1,477
Equity | Level 3 | Valuation, Comparable Multiples | Measurement Input, Revenue Multiple | Preferred Stock | Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Equity, Range of Significant Unobservable Inputs	3.6	4.0

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Fair Value Measurement - Summary of Ranges of Significant Unobservable Inputs Used to Value Level 3 Assets (Parenthetical) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	$ 273,706	$ 249,660
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	273,706	249,660
Income Approach | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	$ 253,313	$ 174,943
Fair value of debt investments percentage using income approach	93.90%	71.10%
Investment Adviser did not Develop Unobservable Inputs | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Debt investments, Fair Value	$ 16,591	$ 71,052

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Fair Value Measurement - Summary of Assets Categorized Within Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	$ 273,706	$ 249,660
1st Lien/Senior Secured Debt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	263,423	239,700
1st Lien/Last-Out Unitranche
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	6,481	6,295
Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	2,988	2,826
Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	787	768
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	27	71
Investments in Affiliated Money Market Fund
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	7,313
Money market funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	281,019	249,660
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	273,706	249,660
Level 3 | 1st Lien/Senior Secured Debt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	263,423	239,700
Level 3 | 1st Lien/Last-Out Unitranche
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	6,481	6,295
Level 3 | Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	2,988	2,826
Level 3 | Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	787	768
Level 3 | Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	27	71
Level 3 | Money market funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	273,706	$ 249,660
Level 1 | Investments in Affiliated Money Market Fund
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	7,313
Level 1 | Money market funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt investments, Fair Value	$ 7,313

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Fair Value Measurement - Summary of Changes in Fair Value of Level 3 Assets By Investment Type (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net Change in Unrealized Appreciation (Depreciation) for assets still held	$ (228)	$ 23
1st Lien/Senior Secured Debt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net Change in Unrealized Appreciation (Depreciation) for assets still held	(358)	(177)
1st Lien/Last-Out Unitranche
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net Change in Unrealized Appreciation (Depreciation) for assets still held	(7)
Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net Change in Unrealized Appreciation (Depreciation) for assets still held	162	146
Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net Change in Unrealized Appreciation (Depreciation) for assets still held	19	14
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net Change in Unrealized Appreciation (Depreciation) for assets still held	(44)	40
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	249,660	29,610
Purchases	24,699	13,195
Net Realized Gain (Loss)	11
Net Change in Unrealized Appreciation (Depreciation)	(228)	23
Sales and Settlements	(661)	(26)
Net Amortization of Premium/Discount	225	35
Ending Balance	273,706	42,837
Level 3 | 1st Lien/Senior Secured Debt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	239,700	26,413
Purchases	24,513	13,195
Net Realized Gain (Loss)	11
Net Change in Unrealized Appreciation (Depreciation)	(358)	(177)
Sales and Settlements	(661)	(26)
Net Amortization of Premium/Discount	218	35
Ending Balance	263,423	39,440
Level 3 | 1st Lien/Last-Out Unitranche
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	6,295
Purchases	186
Net Change in Unrealized Appreciation (Depreciation)	(7)
Net Amortization of Premium/Discount	7
Ending Balance	6,481
Level 3 | Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	2,826	2,711
Net Change in Unrealized Appreciation (Depreciation)	162	146
Ending Balance	2,988	2,857
Level 3 | Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	768	270
Net Change in Unrealized Appreciation (Depreciation)	19	14
Ending Balance	787	284
Level 3 | Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning Balance	71	216
Net Change in Unrealized Appreciation (Depreciation)	(44)	40
Ending Balance	$ 27	$ 256

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Debt - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		12 Months Ended
		Mar. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Line of Credit Facility [Line Items]
Aggregate Borrowing Amount Committed		$ 432,586	$ 432,586		$ 156,586
Deferred financing costs		3,165	$ 3,165		$ 484
Debt [Member]
Line of Credit Facility [Line Items]
Weighted average interest rates			7.25%		5.30%
Average outstanding balance			$ 98,570		$ 33,710
Asset Coverage Ratio Requirement Description			Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2023 and December 31, 2022, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 258% and 316%.
BoA Revolving Credit Facility
Line of Credit Facility [Line Items]
Average outstanding balance			$ 98,570	$ 14,157
Maximum principal amount		127,586	127,586
Aggregate Borrowing Amount Committed	[1]	127,586	$ 127,586		156,586
Revolving credit facility interest rate description			Under the BoA Revolving Credit Facility, prior to the amendment on July 26, 2022, the Company had the ability to elect either LIBOR or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility was the prevailing LIBOR for one month plus 2.85% per annum or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85%, (ii) the Federal Funds Rate plus 0.50% plus 1.85%, and (iii) Adjusted LIBOR Rate plus 1.00%). Effective July 26, 2022, the Company has the ability to elect Daily Simple SOFR, Term SOFR, the applicable alternative currency rate, or the alternate base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the BoA Revolving Credit Facility is (A) the prevailing Daily Simple SOFR, Term SOFR for the applicable interest period or the applicable alternative currency rate, in each case, plus any applicable credit spread adjustment, plus 2.85% per annum, or (B) an alternate base rate (the greatest of (i) the Prime Rate plus 1.85% per annum, (ii) the Federal Funds Rate plus 0.50% plus 1.85% per annum, and (iii) Term SOFR with a one-month tenor plus 1.00%). The Company pays a 0.35% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.
Credit adjustment spread			2.85%
Line of credit facility, commitment fee percentage			0.35%
Cost incurred in obtaining revolving credit facility		904	$ 904
Deferred financing costs		351	351		484
BoA Revolving Credit Facility | Debt [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 300,000	$ 300,000
BoA Revolving Credit Facility | LIBOR
Line of Credit Facility [Line Items]
Alternate base rate		2.85%
Basis spread on variable rate, percent			1.00%
BoA Revolving Credit Facility | Federal Funds Effective Swap Rate
Line of Credit Facility [Line Items]
Alternate base rate			1.85%
BoA Revolving Credit Facility | Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate, percent			1.85%
BoA Revolving Credit Facility | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate, percent		1.00%
Truist Revolving Credit Facility
Line of Credit Facility [Line Items]
Aggregate Borrowing Amount Committed	[2]	$ 305,000	$ 305,000
Maximum borrowing capacity		$ 750,000	$ 750,000
Revolving credit facility interest rate description			Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company's election) of either (i) term SOFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus an additional 0.10% credit adjustment spread, (ii) an alternate base rate, which is the highest of (x) Prime Rate in effect on such day, (y) Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (z) term SOFR for an interest period of one (1) month plus 1.00%, plus a margin of either 1.00% or 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple RFR plus a margin of either 2.00% or 1.75% (subject to certain gross borrowing base conditions), plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.0326% credit adjustment spread or 0.1193% credit adjustment spread, for 1-month tenor and 3-months tenor borrowings, respectively. With respect to borrowings denominated in USD, the Company may elect either term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions.
Additional credit adjustment			0.10%
Credit adjustment spread		0.0326%	0.1193%
Cost incurred in obtaining revolving credit facility		$ 2,864	$ 2,864
Deferred financing costs		2,814	2,814		$ 0
Truist Revolving Credit Facility | Debt [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 750,000	$ 750,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Debt instrument asset coverage ratio		258.00%	258.00%		316.00%
Minimum | Truist Revolving Credit Facility
Line of Credit Facility [Line Items]
Asset coverage ratio with respect to consolidated assets		1	1
Minimum | Revolving Credit Facility
Line of Credit Facility [Line Items]
Debt instrument asset coverage ratio		150.00%	150.00%
Maximum | Truist Revolving Credit Facility
Line of Credit Facility [Line Items]
Asset coverage ratio with respect to consolidated assets		1.50	1.50

[1] Provides, under certain circumstances, a total borrowing capacity of $300,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in USD of $60,500, in GBP of £31,665 and in CAD of CAD 16,750. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $30,000, in GBP of £30,665 and in CAD of CAD 16,750.

[2] Provides, under certain circumstances, a total borrowing capacity of $750,000.

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Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Aggregate Borrowing Amount Committed		$ 432,586	$ 156,586
Amount Available		321,761	76,796
Carrying Value		111,956	79,443
BoA Revolving Credit Facility
Line of Credit Facility [Line Items]
Aggregate Borrowing Amount Committed	[1]	127,586	156,586
Amount Available	[1]	16,761	76,796
Carrying Value	[1]	111,956	$ 79,443
Truist Revolving Credit Facility
Line of Credit Facility [Line Items]
Aggregate Borrowing Amount Committed	[2]	305,000
Amount Available	[2]	$ 305,000

[1] Provides, under certain circumstances, a total borrowing capacity of $300,000. The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in USD of $60,500, in GBP of £31,665 and in CAD of CAD 16,750. As of December 31, 2022, the Company had outstanding borrowings denominated in USD of $30,000, in GBP of £30,665 and in CAD of CAD 16,750.

[2] Provides, under certain circumstances, a total borrowing capacity of $750,000.

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Debt - Schedule of Outstanding Debt (Parenthetical) (Details) £ in Thousands, $ in Thousands, $ in Thousands	3 Months Ended			12 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2023 GBP (£)	Mar. 31, 2023 CAD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 GBP (£)	Dec. 31, 2022 CAD ($)
BoA Revolving Credit Facility [Member] | Debt
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 300,000
Outstanding borrowings	60,500	£ 31,665	$ 16,750	$ 30,000	£ 30,665	$ 16,750
Truist Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	750,000
Truist Revolving Credit Facility [Member] | Debt
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 750,000

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Debt - Schedule of Revolving Credit Facility (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Line of Credit Facility [Line Items]
Amortization of financing costs	$ 183	$ 68
BoA Revolving Credit Facility
Line of Credit Facility [Line Items]
Borrowing interest expense	1,763	106
Facility fees	153	40
Amortization of financing costs	133	68
Total	$ 2,049	$ 214
Weighted average interest rate	7.25%	3.05%
Average outstanding balance	$ 98,570	$ 14,157
Truist Revolving Credit Facility
Line of Credit Facility [Line Items]
Facility fees	19
Amortization of financing costs	50
Total	$ 69

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Commitments and Contingencies - Schedule of Aggregate Capital Commitments and Undrawn Capital Commitments from Investors (Details) - USD ($)		3 Months Ended	12 Months Ended
	Oct. 29, 2021	Mar. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Capital Commitments	$ 100
Common Stock [Member]
Loss Contingencies [Line Items]
Capital Commitments		$ 546,425,000	$ 543,340,000
Unfunded Capital Commitments		$ 369,815,000	$ 367,875,000
Percentage of Capital Commitments Funded		32.00%	32.00%

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Commitments and Contingencies - Schedule of Unfunded Commitments by Investment Types (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Unfunded Commitment	$ 68,640	$ 78,498
1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	66,765	76,437
1st Lien/Last-Out Unitranche
Loss Contingencies [Line Items]
Unfunded Commitment	1,875	2,061
Admiral Buyer, Inc. (dba Fidelity Payment Services) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	2,810	2,810
Bigchange Group Limited | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	418	402
BSI3 Menu Buyer, Inc (dba Kydia) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	249	249
Businessolver.com, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	536	536
Checkmate Finance Merger Sub, LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	367	367
Clearcourse Partnership Acquireco Finance Limited | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	6,787	7,832
CloudBees, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	86	86
Coding Solutions Acquisition, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,725	1,786
Coretrust Purchasing Group LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	3,865	3,864
CST Buyer Company (dba Intoxalock) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	574	574
DFS Holding Company, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	867	7,102
Frontgrade Technologies (dba Cobham Holdings Inc) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	802
Governmentjobs.com, Inc. (dba NeoGov) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	2,268	2,268
Groundworks, LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	450
HealthEdge Software, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	4,654	7,500
HumanState Limited (dba PayProp) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	10,806	10,591
iCIMS, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	6,271	6,454
Intelligent Medical Objects, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,144	1,224
iWave Information Systems, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,087	1,087
Kaseya Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	700	700
LCG Vardiman Black, LLC (dba Specialty Dental Brands) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	472	1,097
MerchantWise Solutions, LLC (dba HungerRush) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,415	1,414
Millstone Medical Outsourcing, LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	207	207
NFM & J, L.P. (dba the Facilities Group) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	599	707
PDDS Holdco, Inc. (dba Planet DDS) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,958	1,958
Qualawash Holdings, LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	550	865
Rubrik,Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	731	732
Solaris (dba Urology Management Holdings, Inc.) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,681
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	3,000	3,000
SpendMend, LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,180	1,302
Spotless Brands, LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	1,650	1,650
Trader Corporation | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	946	945
WebPT, Inc. | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	373	449
Whitewater Holding Company LLC | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	4,599	5,741
Zarya Intermediate, LLC (dba iOFFICE) | 1st Lien/Senior Secured Debt
Loss Contingencies [Line Items]
Unfunded Commitment	938	938
EDB Parent, LLC (dba Enterprise DB) | 1st Lien/Last-Out Unitranche
Loss Contingencies [Line Items]
Unfunded Commitment	$ 1,875	$ 2,061

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Net Assets - Summary of shares issued and proceeds related to capital drawdowns (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class of Stock [Line Items]
Shares Issued	62,172	1,823,817
Proceeds Received	$ 1,145	$ 34,051
February 21, 2023
Class of Stock [Line Items]
Shares Issued	62,172
Proceeds Received	$ 1,145
March 16, 2022
Class of Stock [Line Items]
Shares Issued		1,823,817
Proceeds Received		$ 34,051

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Net Assets - Schedule of Distributions Declared on Common Stock (Details) - February 28, 2023	3 Months Ended
	Mar. 31, 2023 $ / shares
Class of Stock [Line Items]
Date Declared	Feb. 28, 2023
Record Date	Apr. 05, 2023
Payment Date	Apr. 27, 2023
Amount Per Share	$ 0.50

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Net Assets - Additional Information (Details)	Mar. 31, 2022 $ / shares
Class of Stock [Line Items]
Distribution declared on company common stock	$ 0

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Earnings (Loss) Per Share - Schedule of Basic and Diluted Earning Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net increase (decrease) in net assets from operations	$ 3,807	$ (338)
Weighted average shares outstanding, basic	9,432,437	1,761,808
Weighted average shares outstanding, diluted	9,432,437	1,761,808
Basic earnings (loss) per share	$ 0.40	$ (0.19)
Diluted earnings (loss) per share	$ 0.40	$ (0.19)

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Financial Highlights - Schedule of Financial Highlights of the Company (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Per Share Data:
NAV, beginning of period	[1]	$ 18.25	$ 18.73
Net investment income (loss)	[1]	0.48	(0.24)
Net realized and unrealized gains (losses)	[1],[2]	(0.08)	0.10
Net increase (decrease) in net assets from operations	[1],[2]	0.40	(0.14)
NAV, end of period	[1]	$ 18.65	$ 18.59
Shares outstanding, end of period		9,467,668	3,261,391
Weighted average shares outstanding		9,432,437	1,761,808
Total return based on NAV	[3]	2.19%	(0.75%)
Supplemental Data/Ratio:
Net assets, end of period	[4]	$ 176,608	$ 60,641
Ratio of net expenses to average net assets	[4]	7.74%	13.33%
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets	[4]	2.81%	10.65%
Ratio of interest and other debt expenses to average net assets	[4]	4.93%	2.64%
Ratio of incentive fees to average net assets	[4]		0.04%
Ratio of total expenses to average net assets	[4]	7.74%	14.21%
Ratio of net investment income to average net assets	[4]	10.60%	(4.91%)
Portfolio turnover	[4]	0.00%	0.00%

[1] The per share data was derived by using the weighted average share outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per share for the applicable period.

[2] The amount shown may not correspond for the period as it includes the effect of the timing of capital drawdowns and distributions.

[3] Calculated as the change in NAV per share during the period plus dividends declared per share, divided by the beginning NAV per share.

[4] Ratios are annualized, except for, as applicable, unvested Incentive Fees and organization costs.