Equibles

10-Q

Barings BDC, Inc. (BBDC)

10-Q 2024-11-06 For: 2024-09-30
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

Form 10-Q

__________________________________________________________

(Mark One)

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

For the quarterly period ended September 30, 2024

OR

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

For the transition period from              to

Commission file number 814-00733

______________________________________________________________________

Barings BDC, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________

Maryland 06-1798488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 South Tryon Street, Suite 2500<br><br>Charlotte, North Carolina 28202
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (704) 805-7200

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

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

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share BBDC The New York Stock Exchange

________________________________________________________

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  ý    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    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 ý 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 Exchange Act).    Yes  ¨    No  ý

The number of shares outstanding of the registrant’s common stock on November 6, 2024 was 105,558,938.

BARINGS BDC, INC.

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q

Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet as ofSeptember 30, 2024and Consolidated Balance Sheet as ofDecember 31, 2023 3
Unaudited Consolidated Statements of Operations for theThree and Nine Months EndedSeptember 30, 2024 and 2023 4
Unaudited Consolidated Statements of Changes in Net Assets for theThree and Nine Months EndedSeptember 30, 2024and2023 6
Unaudited Consolidated Statements of Cash Flows for theNineMonths EndedSeptember 30, 2024and2023 8
Unaudited Consolidated Schedule of Investments as of September 30, 2024 9
Consolidated Schedule of Investments as of December 31, 2023 43
Notes to Unaudited Consolidated Financial Statements 75
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 120
Item 3. Quantitative and Qualitative Disclosures About Market Risk 146
Item 4. Controls and Procedures 148
PART II – OTHER INFORMATION
Item 1. Legal Proceedings 149
Item 1A. Risk Factors 149
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 149
Item 3. Defaults Upon Senior Securities 150
Item 4. Mine Safety Disclosures 150
Item 5. Other Information 150
Item 6. Exhibits 151
Signatures 152

Item 1. Financial Statements.

Barings BDC, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share data)

September 30, 2024 December 31, 2023
(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,969,767 and $2,053,548 as of September 30, 2024 and December 31, 2023, respectively) $ 1,937,200 $ 1,995,372
Affiliate investments (cost of $372,373 and $378,865 as of September 30, 2024 and December 31, 2023, respectively) 390,239 402,423
Control investments (cost of $104,780 and $103,163 as of September 30, 2024 and December 31, 2023, respectively) 89,275 90,920
Total investments at fair value 2,416,714 2,488,715
Cash (restricted cash of $3,213 and $0 as of September 30, 2024 and December 31, 2023, respectively) 48,881 57,187
Foreign currencies (cost of $16,780 and $13,023 as of September 30, 2024 and December 31, 2023, respectively) 17,113 13,341
Interest and fees receivable 44,379 51,598
Prepaid expenses and other assets 3,841 3,564
Credit support agreements (cost of $58,000 as of both September 30, 2024 and December 31, 2023) 51,200 57,800
Derivative assets 7,563 1
Deferred financing fees 2,567 3,948
Receivable from unsettled transactions 12,820 1,299
Total assets $ 2,605,078 $ 2,677,453
Liabilities:
Accounts payable and accrued liabilities $ 3,409 $ 2,950
Interest payable 12,267 8,450
Administrative fees payable 436 536
Base management fees payable 8,046 8,347
Incentive management fees payable 6,597 7,737
Derivative liabilities 10,039 11,265
Payable from unsettled transactions 988 1,112
Borrowings under credit facility 347,811 719,914
Notes payable (net of deferred financing fees) 1,021,044 720,583
Total liabilities 1,410,637 1,480,894
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 105,558,938 and 106,067,070 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively) 106 106
Additional paid-in capital 1,849,484 1,854,457
Total distributable earnings (loss) (655,149) (658,004)
Total net assets 1,194,441 1,196,559
Total liabilities and net assets $ 2,605,078 $ 2,677,453
Net asset value per share $ 11.32 $ 11.28

See accompanying notes.

Barings BDC, Inc.

Unaudited Consolidated Statements of Operations

(in thousands, except share and per share data)

Three Months<br><br>Ended Three Months<br><br>Ended Nine Months<br><br>Ended Nine Months<br><br>Ended
September 30, 2024 September 30,<br>2023 September 30, 2024 September 30,<br>2023
Investment income:
Interest income:
Non-Control / Non-Affiliate investments $ 50,787 $ 54,365 $ 158,060 $ 160,094
Affiliate investments 854 576 2,602 1,415
Control investments 22 464 460 1,210
Total interest income 51,663 55,405 161,122 162,719
Dividend income:
Non-Control / Non-Affiliate investments 1,190 897 3,835 2,555
Affiliate investments 8,651 7,618 26,216 24,084
Total dividend income 9,841 8,515 30,051 26,639
Fee and other income:
Non-Control / Non-Affiliate investments 4,221 2,544 11,161 9,858
Affiliate investments 52 88 321 291
Control investments 16 18 50 101
Total fee and other income 4,289 2,650 11,532 10,250
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments 3,987 3,317 9,714 11,634
Affiliate investments 193 412 712 663
Control investments 622 250 1,698 746
Total payment-in-kind interest income 4,802 3,979 12,124 13,043
Interest income from cash 256 297 715 701
Total investment income 70,851 70,846 215,544 213,352
Operating expenses:
Interest and other financing fees 22,563 21,829 64,419 61,956
Base management fee (Note 2) 8,046 8,315 24,515 24,302
Incentive management fees (Note 2) 6,597 4,618 15,886 24,309
General and administrative expenses (Note 2) 2,427 2,363 7,446 7,546
Total operating expenses 39,633 37,125 112,266 118,113
Net investment income before taxes 31,218 33,721 103,278 95,239
Income taxes, including excise tax expense 1,033 412 1,599 807
Net investment income after taxes $ 30,185 $ 33,309 $ 101,679 $ 94,432
Barings BDC, Inc.<br><br>Unaudited Consolidated Statements of Operations — (Continued)<br><br>(in thousands, except share and per share data)
--- --- --- --- --- --- --- --- ---
Three Months<br><br>Ended Three Months<br><br>Ended Nine Months<br>Ended Nine Months<br>Ended
September 30, 2024 September 30,<br>2023 September 30, 2024 September 30,<br>2023
Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts:
Net realized gains (losses):
Non-Control / Non-Affiliate investments $ (8,543) $ (16,696) $ (13,465) $ (62,142)
Affiliate investments — — (4,179) —
Net realized gains (losses) on investments (8,543) (16,696) (17,644) (62,142)
Foreign currency transactions 508 (330) 902 3,743
Forward currency contracts (2,859) (234) (7,531) (17,144)
Net realized gains (losses) (10,894) (17,260) (24,273) (75,543)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments 24,957 9,336 25,629 62,108
Affiliate investments (3,452) 184 (5,691) 13,745
Control investments (1,496) (15,999) (3,262) (17,665)
Net unrealized appreciation (depreciation) on investments 20,009 (6,479) 16,676 58,188
Credit support agreements 654 (6,450) (6,600) 1,114
Foreign currency transactions (9,775) 7,560 (5,234) (3,406)
Forward currency contracts (8,159) 7,379 3,213 23,143
Net unrealized appreciation (depreciation) 2,729 2,010 8,055 79,039
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts (8,165) (15,250) (16,218) 3,496
Benefit from (provision for) income taxes — 262 — 161
Net increase (decrease) in net assets resulting from operations $ 22,020 $ 18,321 $ 85,461 $ 98,089
Net investment income per share — basic and diluted $ 0.29 $ 0.31 $ 0.96 $ 0.88
Net increase (decrease) in net assets resulting from operations per share — basic and diluted $ 0.21 $ 0.17 $ 0.81 $ 0.91
Dividends / distributions per share:
Total dividends / distributions per share $ 0.26 $ 0.26 $ 0.78 $ 0.76
Weighted average shares outstanding — basic and diluted 105,715,277 106,516,166 105,883,524 107,266,074

See accompanying notes.

Barings BDC, Inc.

Unaudited Consolidated Statements of Changes in Net Assets

(in thousands, except share amounts)

Common Stock Additional<br>Paid-In<br>Capital Total Distributable Earnings (Loss) Total<br>Net<br>Assets
Three Months Ended September 30, 2023 Number<br>of Shares Par<br>Value
Balance, June 30, 2023 106,516,166 $ 107 $ 1,845,122 $ (637,632) $ 1,207,597
Net investment income — — — 33,309 33,309
Net realized loss on investments / foreign currency transactions / forward currency contracts — — — (17,260) (17,260)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts — — — 2,010 2,010
Benefit from taxes — — — 262 262
Distributions of net investment income — — — (27,694) (27,694)
Balance, September 30, 2023 106,516,166 $ 107 $ 1,845,122 $ (647,005) $ 1,198,224
Common Stock Additional<br>Paid-In<br>Capital Total Distributable Earnings (Loss) Total<br>Net<br>Assets
--- --- --- --- --- --- --- --- --- ---
Three Months Ended September 30, 2024 Number<br>of Shares Par<br>Value
Balance, June 30, 2024 105,757,992 $ 106 $ 1,851,442 $ (649,672) $ 1,201,876
Net investment income — — — 30,185 30,185
Net realized loss on investments / foreign currency transactions / forward currency contracts — — — (10,894) (10,894)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts — — — 2,729 2,729
Distributions of net investment income — — — (27,497) (27,497)
Purchases of shares in repurchase plan (199,054) — (1,958) — (1,958)
Balance, September 30, 2024 105,558,938 $ 106 $ 1,849,484 $ (655,149) $ 1,194,441

Barings BDC, Inc.

Unaudited Consolidated Statements of Changes in Net Assets — (Continued)

(in thousands, except share amounts)

Common Stock Additional<br>Paid-In<br>Capital Total Distributable Earnings (Loss) Total<br>Net<br>Assets
Nine Months Ended September 30, 2023 Number<br>of Shares Par<br>Value
Balance, December 31, 2022 107,916,166 $ 108 $ 1,855,975 $ (663,754) $ 1,192,329
Net investment income — — — 94,432 94,432
Net realized loss on investments / foreign currency transactions / forward currency contracts — — — (75,543) (75,543)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts — — — 79,039 79,039
Benefit from taxes — — — 161 161
Distributions of net investment income — — — (81,340) (81,340)
Purchases of shares in repurchase plan (1,400,000) (1) (10,853) — (10,854)
Balance, September 30, 2023 106,516,166 $ 107 $ 1,845,122 $ (647,005) $ 1,198,224
Common Stock Additional<br>Paid-In<br>Capital Total Distributable Earnings (Loss) Total<br>Net<br>Assets
--- --- --- --- --- --- --- --- --- ---
Nine Months Ended September 30, 2024 Number<br>of Shares Par<br>Value
Balance, December 31, 2023 106,067,070 $ 106 $ 1,854,457 $ (658,004) $ 1,196,559
Net investment income — — — 101,679 101,679
Net realized loss on investments / foreign currency transactions / forward currency contracts — — — (24,273) (24,273)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts — — — 8,055 8,055
Distributions of net investment income — — — (82,606) (82,606)
Purchases of shares in repurchase plan (508,132) — (4,973) — (4,973)
Balance, September 30, 2024 105,558,938 $ 106 $ 1,849,484 $ (655,149) $ 1,194,441

See accompanying notes.

Barings BDC, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended Nine Months Ended
September 30, 2024 September 30, 2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations $ 85,461 $ 98,089
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments (345,954) (400,507)
Repayments received / sales of portfolio investments 422,926 273,550
Loan origination and other fees received 5,759 5,852
Net realized (gain) loss on investments 17,644 62,142
Net realized (gain) loss on foreign currency transactions (902) (3,743)
Net realized (gain) loss on forward currency contracts 7,531 17,144
Net unrealized (appreciation) depreciation on investments (16,676) (58,188)
Net unrealized (appreciation) depreciation of CSAs 6,600 (1,114)
Net unrealized (appreciation) depreciation on foreign currency transactions 5,234 3,406
Net unrealized (appreciation) depreciation on forward currency contracts (3,213) (23,143)
Payment-in-kind interest / dividends (15,847) (18,270)
Amortization of deferred financing fees 3,473 2,425
Accretion of loan origination and other fees (8,071) (6,042)
Amortization / accretion of purchased loan premium / discount (650) (1,124)
Payments for derivative contracts (15,827) (21,459)
Proceeds from derivative contracts 8,296 4,315
Changes in operating assets and liabilities:
Interest and fees receivable 9,058 (2,743)
Prepaid expenses and other assets (257) (641)
Accounts payable and accrued liabilities (1,083) 4,264
Interest payable 3,816 3,727
Net cash provided by (used in) operating activities 167,318 (62,060)
Cash flows from financing activities:
Borrowings under credit facility 91,500 67,000
Repayments of credit facility (468,568) —
Proceeds from notes 300,000 —
Financing fees paid (7,205) (2,403)
Purchases of shares in repurchase plan (4,973) (10,854)
Cash dividends / distributions paid (82,606) (81,340)
Net cash provided by (used in) financing activities (171,852) (27,597)
Net increase (decrease) in cash and foreign currencies (4,534) (89,657)
Cash and foreign currencies, beginning of period 70,528 139,415
Cash and foreign currencies, end of period $ 65,994 $ 49,758
Supplemental Information:
Cash paid for interest $ 52,942 $ 54,858
Excise taxes paid during the period $ 1,936 $ 1,012

See accompanying notes.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc. IT Consulting & Other Services First Lien Senior Secured Term Loan 7/19 7/25 $ 7,067 $ 7,041 $ 7,067 0.6 % (7)(8)(13)
7,067 7,041 7,067
A.T. Holdings II LTD Other Financial First Lien Senior Secured Term Loan 11/22 9/29 12,754 11,875 8,367 0.7 % (3)(7)(33)
12,754 11,875 8,367
Accelerant Holdings Banking, Finance, Insurance & Real Estate Class A Convertible Preferred Equity (5,000 shares) 1/22 N/A 5,000 6,220 0.5 % (7)(30)
Class B Convertible Preferred Equity (1,651 shares) N/A N/A 1,667 2,196 0.2 % (7)(30)
6,667 8,416
Acclime Holdings HK Limited Business Services First Lien Senior Secured Term Loan 8/21 8/27 2,500 2,465 2,447 0.2 % (3)(7)(8)(14)
2,500 2,465 2,447
Accurus Aerospace Corporation Aerospace & Defense First Lien Senior Secured Term Loan 4/22 4/28 12,039 11,923 11,919 1.0 % (7)(8)(13)
Revolver SOFR + 5.25%, 10.3% Cash 4/28 1,844 1,824 1,821 0.2 % (7)(8)(13)(31)
Common Stock (437,623.30 shares) N/A N/A 438 411 — % (7)(30)
13,883 14,185 14,151
Acogroup Business Services First Lien Senior Secured Term Loan 3/22 10/26 7,572 7,370 6,414 0.5 % (3)(7)(8)(11)
7,572 7,370 6,414
AD Bidco, Inc. Technology First Lien Senior Secured Term Loan 3/24 8/29 10,124 9,888 9,918 0.8 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 6.25%, 11.2% Cash 3/30 — (80) (72) — % (7)(8)(13)
Revolver SOFR + 6.25%, 11.2% Cash 8/29 — (30) (27) — % (7)(8)(13)(31)
10,124 9,778 9,819
ADB Safegate Aerospace & Defense Second Lien Senior Secured Term Loan 8/21 10/27 7,074 6,945 6,296 0.5 % (3)(7)(8)(13)
7,074 6,945 6,296
Adhefin International Industrial Other First Lien Senior Secured Term Loan 5/23 5/30 1,447 1,387 1,444 0.1 % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan IBOR + 6.25%, 9.6% Cash 5/30 403 379 401 — % (3)(7)(8)(10)
Subordinated Term Loan IBOR + 10.5% PIK, 13.8% PIK 11/30 356 341 350 — % (3)(7)(8)(10)
2,206 2,107 2,195
Advantage Software Company (The), LLC Advertising, Printing & Publishing Class A1 Partnership Units (8,717.76 units) 12/21 N/A 280 561 — % (7)(30)
Class A2 Partnership Units (2,248.46 units) N/A N/A 72 145 — % (7)(30)
Class B1 Partnership Units (8,717.76 units) N/A N/A 9 — — % (7)(30)
Class B2 Partnership Units (2,248.46 units) N/A N/A 2 — — % (7)(30)
363 706
Air Canada 2020-2 Class B Pass Through Trust Structured Products Structured Secured Note - Class B 9/20 10/25 2,940 2,940 3,014 0.3 %
2,940 2,940 3,014

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Air Comm Corporation, LLC Aerospace & Defense First Lien Senior Secured Term Loan 6/21 7/27 $ 7,698 $ 7,623 $ 7,606 0.6 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 6.25%, 11.9% Cash 7/27 1,283 1,256 1,283 0.1 % (7)(8)(13)
8,981 8,879 8,889
AirX Climate Solutions, Inc. Diversified Manufacturing First Lien Senior Secured Term Loan 11/23 11/29 2,752 2,712 2,710 0.2 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.0% Cash 6/26 — (32) (37) — % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.0% Cash 11/29 3,314 3,233 3,304 0.3 % (7)(8)(13)(31)
Revolver SOFR + 5.75%, 11.0% Cash 11/29 — (16) — — % (7)(8)(12)(31)
6,066 5,897 5,977
AIT Worldwide Logistics Holdings, Inc. Transportation Services Second Lien Senior Secured Term Loan 4/21 4/29 6,460 6,367 6,460 0.5 % (7)(8)(13)
Partnership Units (348.68 units) N/A N/A 349 510 — % (7)(30)
6,460 6,716 6,970
AlliA Insurance Brokers NV Insurance First Lien Senior Secured Term Loan 3/24 3/30 4,588 4,283 4,588 0.4 % (3)(7)(8)(11)(31)
4,588 4,283 4,588
Alpine SG, LLC High Tech Industries First Lien Senior Secured Term Loan 2/22 11/27 23,139 22,680 23,024 1.9 % (7)(8)(13)(29)
23,139 22,680 23,024
Amalfi Midco Healthcare Second Lien Senior Secured Term Loan 9/22 10/28 310 301 310 — % (3)(7)
Subordinated Loan Notes 2.0% Cash, 9.0% PIK 9/28 6,091 5,149 5,536 0.5 % (3)(7)
Class B<br><br>Common Stock<br><br>(98,906,608 shares) N/A N/A 1,115 1,327 0.1 % (3)(7)(30)
Warrants<br><br>(380,385 units) N/A N/A 4 811 0.1 % (3)(7)(30)
6,401 6,569 7,984
Americo Chemical Products, LLC Chemicals First Lien Senior Secured Term Loan 4/23 4/29 1,706 1,671 1,706 0.1 % (7)(8)(12)
Revolver SOFR + 5.25%, 10.1% Cash 4/29 — (9) — — % (7)(8)(12)(31)
Common Stock (88,110 shares) N/A N/A 88 113 — % (7)(30)
1,706 1,750 1,819
AMMC CLO 22, Limited Series 2018-22A Multi-Sector Holdings Subordinated Structured Notes 2/22 04/31 7,222 3,374 2,542 0.2 % (3)(29)
7,222 3,374 2,542
AMMC CLO 23, Ltd. Series 2020-23A Multi-Sector Holdings Subordinated Structured Notes 2/22 10/31 2,000 1,488 1,348 0.1 % (3)(29)
2,000 1,488 1,348
AnalytiChem Holding GmbH Chemicals First Lien Senior Secured Term Loan 11/21 10/28 3,261 3,189 3,219 0.3 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 6.00%, 9.6% Cash 10/28 984 946 972 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 7.00%, 10.7% Cash 10/28 1,712 1,590 1,705 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 6.25%, 12.0% Cash 10/28 1,019 1,019 1,006 0.1 % (3)(7)(8)(13)
6,976 6,744 6,902
APC1 Holding Diversified Manufacturing First Lien Senior Secured Term Loan 7/22 7/29 2,567 2,322 2,548 0.2 % (3)(7)(8)(10)
2,567 2,322 2,548

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Apex Bidco Limited Business Equipment & Services First Lien Senior Secured Term Loan SONIA + 6.25%, 11.3% Cash 1/20 1/27 $ 1,955 $ 1,890 $ 1,947 0.2 % (3)(7)(8)(16)
First Lien Senior Secured Term Loan SONIA + 6.25%, 11.3% Cash 1/27 1,473 1,309 1,473 0.1 % (3)(7)(8)(16)
Subordinated Senior Unsecured Term Loan 8.0% PIK 7/27 340 327 321 — % (3)(7)
3,768 3,526 3,741
Apidos CLO XXIV, Series 2016-24A Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 52.97% 2/22 7/27 18,358 3,765 3,953 0.3 % (3)(29)
18,358 3,765 3,953
APOG Bidco Pty Ltd Healthcare Second Lien Senior Secured Term Loan BBSY + 7.30%, 11.8% Cash 4/22 3/30 968 1,029 968 0.1 % (3)(7)(8)(20)
968 1,029 968
Aptus 1829. GmbH Chemicals, Plastics, and Rubber First Lien Senior Secured Term Loan IBOR + 6.00%, 8.4% Cash, 1.5% PIK 9/21 9/27 2,401 2,482 2,043 0.2 % (3)(7)(8)(11)
Preferred Stock<br><br>(13 shares) N/A N/A 12 — — % (3)(7)(30)
Common Stock<br><br>(48 shares) N/A N/A 120 16 — % (3)(7)(30)
2,401 2,614 2,059
Apus Bidco Limited Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan SONIA + 5.50%, 10.7% Cash 2/21 3/28 3,864 3,909 3,864 0.3 % (3)(7)(8)(17)
3,864 3,909 3,864
AQA Acquisition Holding, Inc. High Tech Industries Second Lien Senior Secured Term Loan SOFR + 7.50%, 12.9% Cash 3/21 3/29 20,000 19,669 20,000 1.7 % (7)(8)(13)
20,000 19,669 20,000
Aquavista Watersides 2 LTD Transportation Services First Lien Senior Secured Term Loan SONIA + 6.00%, 11.2% Cash 12/21 12/28 6,762 6,530 6,426 0.5 % (3)(7)(8)(17)(31)
Second Lien Senior Secured Term Loan SONIA + 10.5% PIK, 15.7% PIK 12/28 2,098 2,022 2,012 0.2 % (3)(7)(8)(17)
8,860 8,552 8,438
Arc Education Consumer Cyclical First Lien Senior Secured Term Loan IBOR + 5.75%, 9.1% Cash 7/22 7/29 3,896 3,483 3,865 0.3 % (3)(7)(8)(10)(31)
3,896 3,483 3,865
Arch Global Precision LLC Industrial Machinery First Lien Senior Secured Term Loan SOFR + 4.75%, 9.4% Cash 4/19 4/26 8,990 8,989 8,720 0.7 % (7)(8)(13)
8,990 8,989 8,720
Archimede Consumer Services First Lien Senior Secured Term Loan IBOR + 6.50%, 9.8% Cash 10/20 10/27 6,585 6,492 6,170 0.5 % (3)(7)(8)(10)
6,585 6,492 6,170
Argus Bidco Limited High Tech Industries First Lien Senior Secured Term Loan IBOR + 4.00%, 7.7% Cash, 3.4% PIK 7/22 7/29 2,007 1,839 1,905 0.2 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 4.00%, 9.3% Cash, 3.4% PIK 7/29 134 131 127 — % (3)(7)(8)(13)
First Lien Senior Secured Term Loan SONIA + 4.00%, 8.9% Cash, 3.4% PIK 7/29 1,811 1,564 1,698 0.1 % (3)(7)(8)(16)(31)
Second Lien Senior Secured Term Loan 10.5% PIK 7/29 843 751 789 0.1 % (3)(7)
Preferred Stock (41,560 shares) 10.0% PIK N/A 60 40 — % (3)(7)
Equity Loan Notes (41,560 units) 10.0% PIK N/A 60 40 — % (3)(7)
Common Stock (464 shares) N/A N/A 1 — — % (3)(7)(30)
4,795 4,406 4,599
Armstrong Transport Group (Pele Buyer, LLC) Air Freight & Logistics First Lien Senior Secured Term Loan SOFR + 5.50%, 10.8% Cash, 0.50% PIK 6/19 12/26 2,649 2,629 2,546 0.2 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.50%, 10.8% Cash, 0.50% PIK 12/26 3,301 3,301 3,172 0.3 % (7)(8)(13)
5,950 5,930 5,718

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
ASC Communications, LLC Media & Entertainment First Lien Senior Secured Term Loan 7/22 7/27 $ 7,530 $ 7,456 $ 7,530 0.6 % (7)(8)(12)
Revolver SOFR + 4.75%, 10.1% Cash 7/27 — (10) — — % (7)(8)(12)(31)
Class A Units (25,718.20 units) N/A N/A 539 861 0.1 % (7)
7,530 7,985 8,391
Astra Bidco Limited Healthcare First Lien Senior Secured Term Loan 11/21 11/28 2,596 2,510 2,596 0.2 % (3)(7)(8)(16)(31)
First Lien Senior Secured Term Loan IBOR + 5.25%, 8.8% Cash 5/31 239 231 239 — % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan IBOR + 5.25%, 8.8% Cash 11/28 85 83 85 — % (3)(7)(8)(10)
2,920 2,824 2,920
ATL II MRO Holdings Inc. Transportation First Lien Senior Secured Term Loan 11/22 11/28 8,271 8,109 8,196 0.7 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.7% Cash 11/28 — (31) (15) — % (7)(8)(13)(31)
8,271 8,078 8,181
Auxi International Commercial Finance First Lien Senior Secured Term Loan 12/19 12/26 1,562 1,537 1,466 0.1 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan SONIA + 6.25%, 11.2% Cash 12/26 899 908 843 0.1 % (3)(7)(8)(17)
2,461 2,445 2,309
Avance Clinical Bidco Pty Ltd Healthcare First Lien Senior Secured Term Loan 11/21 11/27 2,204 2,200 2,199 0.2 % (3)(7)(8)(19)(31)
2,204 2,200 2,199
AVSC Holding Corp. Advertising First Lien Senior Secured Term Loan 11/20 10/26 6,899 6,850 7,045 0.6 %
First Lien Senior Secured Term Loan SOFR + 3.25%, 8.4% Cash, 0.3% PIK 3/25 1 — 1 — % (8)(13)
First Lien Senior Secured Term Loan SOFR + 4.50%, 9.4% Cash 10/26 2 2 2 — % (8)(13)
6,902 6,852 7,048
Azalea Buyer, Inc. Technology First Lien Senior Secured Term Loan 11/21 11/27 4,796 4,735 4,796 0.4 % (7)(8)(13)(31)
Revolver SOFR + 5.25%, 10.2% Cash 11/27 — (5) — — % (7)(8)(13)(31)
Subordinated Term Loan 12.0% PIK 5/28 1,761 1,745 1,749 0.1 % (7)
Common Stock (192,307.7 shares) N/A N/A 192 254 — % (7)(30)
6,557 6,667 6,799
Bariacum S.A Consumer Products First Lien Senior Secured Term Loan 11/21 11/28 3,348 3,257 3,348 0.3 % (3)(7)(8)(11)
3,348 3,257 3,348
Benify (Bennevis AB) High Tech Industries First Lien Senior Secured Term Loan 7/19 7/26 931 996 931 0.1 % (3)(7)(8)(23)
931 996 931
Beyond Risk Management, Inc. Other Financial First Lien Senior Secured Term Loan 10/21 10/27 5,336 5,241 5,176 0.4 % (7)(8)(13)(31)
5,336 5,241 5,176
Bidwax Non-durable Consumer Goods First Lien Senior Secured Term Loan 2/21 2/28 7,812 8,140 7,621 0.6 % (3)(7)(8)(11)
7,812 8,140 7,621
Biolam Group Consumer<br>Non-cyclical First Lien Senior Secured Term Loan 12/22 12/29 2,599 2,517 1,656 0.1 % (3)(7)(8)(11)(31) (32)
2,599 2,517 1,656

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
BKF Buyer, Inc. Construction and Building First Lien Senior Secured Term Loan SOFR + 5.21%, 10.0% Cash 8/24 7/27 $ 8,179 $ 8,021 $ 8,015 0.7 % (7)(8)(12)
Revolver SOFR + 5.21%, 10.0% Cash 7/27 — (57) (59) — % (7)(8)(12)
Common Stock (1,004,467 shares) N/A N/A 1,004 1,004 0.1 % (7)
8,179 8,968 8,960
BNI Global, LLC Other Industrial First Lien Senior Secured Term Loan IBOR + 5.50%, 8.9% Cash 2/24 5/27 10,192 9,700 10,008 0.8 % (7)(8)(9)
10,192 9,700 10,008
Bounteous, Inc. Technology First Lien Senior Secured Term Loan SOFR + 4.75%, 9.9% Cash 8/21 8/27 4,116 4,074 4,116 0.3 % (7)(8)(13)
4,116 4,074 4,116
BPG Holdings IV Corp Diversified Manufacturing First Lien Senior Secured Term Loan SOFR + 6.00%, 11.6% Cash 3/23 7/29 14,148 13,449 12,978 1.1 % (7)(8)(13)
14,148 13,449 12,978
Bridger Aerospace Group Holdings, LLC Environmental Industries Municipal Revenue Bond 11.5% Cash 7/22 9/27 27,200 27,200 28,347 2.4 % (7)
Preferred Stock- Series A<br><br>(14,618 shares) 7.0% PIK N/A 16,125 14,431 1.2 %
27,200 43,325 42,778
Brightpay Limited Technology First Lien Senior Secured Term Loan IBOR + 5.00%, 8.6% Cash 10/21 10/28 2,313 2,316 2,284 0.2 % (3)(7)(8)(11)(31)
2,313 2,316 2,284
BrightSign LLC Media & Entertainment First Lien Senior Secured Term Loan SOFR + 5.75%, 10.4% Cash 10/21 10/27 4,669 4,645 4,669 0.4 % (7)(8)(12)
Revolver SOFR + 5.75%, 10.4% Cash 10/27 1,019 1,012 1,019 0.1 % (7)(8)(12)(31)
LLC units (1,107,492.71 units) N/A N/A 1,107 1,174 0.1 % (7)
5,688 6,764 6,862
British Airways 2020-1 Class B Pass Through Trust Structured Products First Lien Senior Secured Bond 8.4% Cash 11/20 11/28 515 515 539 — %
515 515 539
British Engineering Services Holdco Limited Commercial Services & Supplies First Lien Senior Secured Term Loan SONIA + 6.75%, 12.7% Cash 12/20 12/27 15,670 15,512 15,670 1.3 % (3)(7)(8)(17)
15,670 15,512 15,670
Brook & Whittle Holding Corp. Containers, Packaging & Glass First Lien Senior Secured Term Loan SOFR + 4.00%, 9.2% Cash 2/22 12/28 2,777 2,758 2,542 0.2 % (8)(13)(29)
2,777 2,758 2,542
Brown Machine Group Holdings, LLC Industrial Equipment First Lien Senior Secured Term Loan SOFR + 6.00%, 10.9% Cash 10/18 10/25 6,088 6,088 5,747 0.5 % (7)(8)(13)
6,088 6,088 5,747
Burgess Point Purchaser Corporation Auto Parts & Equipment Second Lien Senior Secured Term Loan SOFR + 9.00%, 14.2% Cash 7/22 7/30 4,545 4,400 4,545 0.4 % (7)(8)(14)
LP Units<br><br>(455 units) N/A N/A 455 441 — % (7)(30)
4,545 4,855 4,986
BVI Medical, Inc. Healthcare Second Lien Senior Secured Term Loan IBOR + 9.50%, 12.8% Cash 6/22 6/26 10,354 9,568 10,395 0.9 % (7)(8)(10)
10,354 9,568 10,395
CAi Software, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.25%, 10.1% Cash 12/21 12/28 11,209 11,031 11,032 0.9 % (7) (8) (13)
First Lien Senior Secured Term Loan SOFR + 5.25%, 10.1% Cash 12/28 1,353 1,337 1,331 0.1 % (7)(8)(13)
Revolver SOFR + 5.25%, 10.1% Cash 12/28 1,261 1,222 1,222 0.1 % (7)(8)(13)(31)
13,823 13,590 13,585

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Caldwell & Gregory LLC Services: Business First Lien Senior Secured Term Loan SOFR + 5.00%, 9.6% Cash 9/24 9/27 $ 18,750 $ 18,413 $ 18,413 1.5 % (7)(8)(13)(31)
Revolver SOFR + 5.00%, 9.6% Cash 9/27 — (38) (38) — % (7)(8)(13)(31)
18,750 18,375 18,375
Canadian Orthodontic Partners Corp. Healthcare First Lien Senior Secured Term Loan CORRA + 7.0% PIK, 11.8% PIK 6/21 12/26 1,687 1,860 332 — % (3)(7)(8)(22)(32)
Super Senior Secured Term Loan 15.0% PIK 12/26 41 36 157 — % (3)(7)(31)
Common Stock (14.37 shares) N/A N/A — — — % (3)(7)
Class A Equity (500,000 units) N/A N/A 389 — — % (3)(7)(30)
Class C - Warrants (74,712.64 units) N/A N/A — — — % (3)(7)(30)
Class X Equity (45,604 units) N/A N/A 35 — — % (3)(7)(30)
1,728 2,320 489
Caribou Holding Company, LLC Technology First Lien Senior Secured Term Loan SOFR + 7.64%, 13.1% Cash 4/22 4/27 4,318 4,282 4,266 0.4 % (3)(7)(8)(13)
LLC Units (681,818 units) N/A N/A 682 770 0.1 % (3)(7)(30)
4,318 4,964 5,036
Cascade Residential Services LLC Electric First Lien Senior Secured Term Loan SOFR + 5.50%, 10.8% Cash 10/23 10/29 4,019 3,919 3,941 0.3 % (7)(8)(13)(31)
Revolver SOFR + 5.50%, 10.8% Cash 10/29 66 59 61 — % (7)(8)(13)(31)
4,085 3,978 4,002
Catawba River Limited Finance Companies Structured - Junior Note N/A 10/22 10/28 5,231 4,442 2,977 0.2 % (3)(7)
5,231 4,442 2,977
CCFF Buyer, LLC Food & Beverage First Lien Senior Secured Term Loan SOFR + 5.75%, 10.8% Cash 2/24 02/30 3,840 3,705 3,766 0.3 % (7)(8)(13)(31)
Revolver SOFR + 5.75%, 10.8% Cash 02/30 — (19) (10) — % (7)(8)(13)(31)
LLC Units<br><br>(233 units) N/A N/A 233 287 — % (7)(30)
3,840 3,919 4,043
Centralis Finco S.a.r.l. Diversified Financial Services First Lien Senior Secured Term Loan IBOR + 5.25%, 8.8% Cash 5/20 5/27 3,229 2,937 3,177 0.3 % (3)(7)(8)(10)
3,229 2,937 3,177
Ceres Pharma NV Pharmaceuticals First Lien Senior Secured Term Loan IBOR + 6.00%, 9.8% Cash 10/21 10/28 3,455 3,288 3,379 0.3 % (3)(7)(8)(11)
3,455 3,288 3,379
CGI Parent, LLC Business Equipment & Services First Lien Senior Secured Term Loan SOFR + 4.50%, 9.4% Cash 2/22 2/28 12,822 12,601 12,822 1.1 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 4.50%, 9.4% Cash 2/28 1,361 1,332 1,361 0.1 % (7)(8)(13)
Revolver SOFR + 4.50%, 9.4% Cash 2/28 — (20) — — % (7)(8)(13)(31)
Preferred Stock (657 shares) N/A N/A 722 1,546 0.1 % (7)(30)
14,183 14,635 15,729
CM Acquisitions Holdings Inc. Internet & Direct Marketing First Lien Senior Secured Term Loan SOFR + 6.00%, 8.2% Cash, 2.5% PIK 5/19 5/25 10,111 10,091 9,777 0.8 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 6.00%, 8.2% Cash, 2.5% PIK 5/26 3,765 3,755 3,641 0.3 % (7)(8)(13)
13,876 13,846 13,418

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
CMT Opco Holding, LLC (Concept Machine) Distributors First Lien Senior Secured Term Loan SOFR + 5.00%, 10.1% Cash, 0.3% PIK 1/20 1/27 $ 4,753 $ 4,737 $ 3,797 0.3 % (7)(8)(13)
LLC Units<br><br>(12,635 units) N/A N/A 506 — — % (7)(30)
4,753 5,243 3,797
Cobham Slip Rings SAS Diversified Manufacturing First Lien Senior Secured Term Loan SOFR + 6.25%, 10.9% Cash 11/21 11/28 1,303 1,285 1,303 0.1 % (3)(7)(8)(13)
1,303 1,285 1,303
Coherus Biosciences, Inc. Biotechnology First Lien Senior Secured Term Loan SOFR + 8.00%, 12.6% Cash 5/24 5/29 3,991 3,878 3,895 0.3 % (7)(8)(13)
Royalty Rights N/A 8/50 3,790 3,819 0.3 % (7)
3,991 7,668 7,714
Command Alkon (Project Potter Buyer, LLC) Software Class B Partnership Units<br><br>(33,324.69 units) N/A 4/20 N/A — 190 — % (7)(30)
— 190
Compass Precision, LLC Aerospace & Defense Senior Subordinated Term Loan 11.0% Cash, 1.0% PIK 4/22 4/28 647 639 637 0.1 % (7)
LLC Units (46,085.6 units) N/A N/A 125 146 — % (7)(30)
647 764 783
Comply365, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.00%, 10.0% Cash 4/22 4/28 13,129 12,961 13,129 1.1 % (7)(8)(12)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.0% Cash 12/29 5,581 5,480 5,581 0.5 % (7)(8)(12)
Revolver SOFR + 5.00%, 10.0% Cash 4/28 — (13) — — % (7)(8)(12)(31)
18,710 18,428 18,710
Contabo Finco S.À.R.L. Internet Software & Services First Lien Senior Secured Term Loan IBOR + 5.15%, 8.8% Cash 10/22 10/29 5,197 4,551 5,150 0.4 % (3)(7)(8)(10)
5,197 4,551 5,150
Coyo Uprising GmbH Technology First Lien Senior Secured Term Loan IBOR + 6.50%, 9.7% Cash, 0.5% PIK 9/21 9/28 4,992 5,074 4,810 0.4 % (3)(7)(8)(10)(31)
Class A Units<br><br>(440 units) N/A N/A 205 220 — % (3)(7)(30)
Class B Units<br><br>(191 units) N/A N/A 446 400 — % (3)(7)(30)
4,992 5,725 5,430
CSL DualCom Tele-communications First Lien Senior Secured Term Loan SONIA + 4.75%, 9.7% Cash 9/20 9/27 2,159 1,920 2,159 0.2 % (3)(7)(8)(15)(31)
2,159 1,920 2,159
CTI Foods Holdings Co., LLC Food & Beverage First Out Term Loan SOFR + 10.00%, 15.3% PIK 2/24 5/26 2,758 2,684 2,758 0.2 % (7)(8)(13)
2024 LIFO Term Loan SOFR + 10.00%, 15.3% PIK 5/26 4,051 3,894 4,051 0.3 % (7)(8)(13)
Second Out Term Loan SOFR + 12.00%, 17.3% PIK 5/26 576 576 576 — % (7)(8)(13)
Common Stock (19,376 shares) N/A N/A — 581 — % (7)(30)
7,385 7,154 7,966
CW Group Holdings, LLC High Tech Industries First Lien Senior Secured Term Loan SOFR + 5.50%, 10.3% Cash 1/21 1/27 2,739 2,713 2,739 0.2 % (7)(8)(13)
LLC Units (161,290.32 units) N/A N/A 161 303 — % (7)
2,739 2,874 3,042

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
DataServ Integrations, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.50%, 10.8% Cash 11/22 11/28 $ 1,866 $ 1,835 $ 1,866 0.2 % (7)(8)(12)
Revolver SOFR + 5.50%, 10.8% Cash 11/28 — (7) — — % (7)(8)(12)(31)
Partnership Units (96,153.85 units) N/A N/A 96 113 — % (7)(30)
1,866 1,924 1,979
David Wood Baking UK Ltd Food Products Second Lien Senior Secured Term Loan SONIA + 4.00%, 9.1% Cash, 7.0% PIK 4/24 4/29 1,581 1,406 1,491 0.1 % (3)(7)(8)(16)
1,581 1,406 1,491
DecksDirect, LLC Building Materials First Lien Senior Secured Term Loan SOFR + 6.25%, 11.5% Cash 12/21 12/26 1,602 1,578 1,539 0.1 % (7)(8)(13)
Revolver SOFR + 6.25%, 11.5% Cash 12/26 347 342 332 — % (7)(8)(13)(31)
Class A Units (1,016.1 units) N/A N/A 47 18 — % (7)(30)
Common Stock (1,280.8 shares) N/A N/A 55 22 — % (7)(30)
1,949 2,022 1,911
DISA Holdings Corp. Other Industrial First Lien Senior Secured Term Loan SOFR + 5.00%, 10.0% Cash 11/22 9/28 6,968 6,817 6,968 0.6 % (7)(8)(13)
Revolver SOFR + 5.00%, 10.0% Cash 9/28 — (9) — — % (7)(8)(13)(31)
6,968 6,808 6,968
Diversified Packaging Holdings LLC Business Equipment & Services Second Lien Senior Secured Term Loan 11.00% Cash, 1.5% PIK 6/24 6/29 726 712 713 0.1 % (7)
LLC Units (2,769.00 units) N/A N/A 277 285 — % (7)(30)
726 989 998
Dragon Bidco Technology First Lien Senior Secured Term Loan IBOR + 6.50%, 10.1% Cash 4/21 4/28 2,790 2,836 2,790 0.2 % (3)(7)(8)(10)
2,790 2,836 2,790
DreamStart Bidco SAS (d/b/a SmartTrade) Diversified Financial Services First Lien Senior Secured Term Loan IBOR + 5.25%, 8.6% Cash 3/20 3/27 2,373 2,330 2,373 0.2 % (3)(7)(8)(10)
2,373 2,330 2,373
Dryden 43 Senior Loan Fund, Series 2016-43A Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 1.66% 2/22 7/29 3,620 1,817 1,411 0.1 % (3)(29)
3,620 1,817 1,411
Dryden 49 Senior Loan Fund, Series 2017-49A Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 0.00% 2/22 7/30 17,233 3,033 984 0.1 % (3)(29)(30)
17,233 3,033 984
Dune Group Health Care Equipment First Lien Senior Secured Term Loan IBOR + 4.00%, 7.4% Cash 9/21 9/28 129 117 85 — % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan SOFR + 4.00%, 8.8% Cash 9/28 1,434 1,421 1,324 0.1 % (3)(7)(8)(13)
1,563 1,538 1,409
Dunlipharder B.V. Technology First Lien Senior Secured Term Loan SOFR + 5.25%, 10.6% Cash 6/22 6/28 1,000 990 997 0.1 % (3)(7)(8)(13)
1,000 990 997
Dwyer Instruments, Inc. Electric First Lien Senior Secured Term Loan SOFR + 5.75%, 10.5% Cash 7/21 7/27 14,627 14,462 14,627 1.2 % (7)(8)(13)
14,627 14,462 14,627
Echo Global Logistics, Inc. Air Transportation Second Lien Senior Secured Term Loan SOFR + 7.00%, 11.9% Cash 11/21 11/29 9,469 9,349 9,461 0.8 % (7)(8)(12)
Partnership Equity (530.92 units) N/A N/A 531 376 — % (7)(30)
9,469 9,880 9,837

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
EFC International Automotive Senior Unsecured Term Loan 3/23 5/28 $ 796 $ 776 $ 784 0.1 % (7)
Common Stock (163.83 shares) N/A N/A 231 396 — % (7)(30)
796 1,007 1,180
Electrical Components International, Inc. Electrical Equipment First Lien Senior Secured Term Loan 5/24 5/29 10,665 10,454 10,451 0.9 % (7)(8)(14)(31)
10,665 10,454 10,451
Ellkay, LLC Healthcare and Pharmaceuticals First Lien Senior Secured Term Loan 9/21 9/27 4,899 4,846 4,277 0.4 % (7)(8)(14)
4,899 4,846 4,277
EMI Porta Holdco LLC Diversified Manufacturing First Lien Senior Secured Term Loan 12/21 12/27 12,417 12,271 11,597 1.0 % (7)(8)(13)
Revolver SOFR + 5.75%, 10.9% Cash 12/27 356 324 160 — % (7)(8)(13)(31)
12,773 12,595 11,757
Entact Environmental Services, Inc. Environmental Industries First Lien Senior Secured Term Loan 2/21 1/27 6,704 6,671 6,618 0.6 % (7)(8)(13)
6,704 6,671 6,618
eShipping, LLC Transportation Services First Lien Senior Secured Term Loan 11/21 11/27 3,467 3,428 3,467 0.3 % (7)(8)(12)
Revolver SOFR + 5.00%, 10.0% Cash 11/27 — (16) — — % (7)(8)(12)(31)
3,467 3,412 3,467
Eurofins Digital Testing International LUX Holding SARL Technology First Lien Senior Secured Term Loan 12/22 12/29 1,618 1,497 791 0.1 % (3)(7)(8)(11)(32)
First Lien Senior Secured Term Loan IBOR + 7.00%, 10.9% Cash 12/29 — (56) (1,410) (0.1) % (3)(7)(8)(11)(31)<br><br>(32)
First Lien Senior Secured Term Loan SOFR + 4.50%, 9.8% Cash, 2.8% PIK 12/29 799 781 391 — % (3)(7)(8)(13)(32)
First Lien Senior Secured Term Loan SONIA + 4.50%, 9.7% Cash, 2.8% PIK 12/29 2,518 2,260 1,231 0.1 % (3)(7)(8)(17)(32)
Senior Subordinated Term Loan 11.5% PIK 12/30 716 669 — — % (3)(7)(32)
5,651 5,151 1,003
Events Software BidCo Pty Ltd Technology First Lien Senior Secured Term Loan 3/22 3/28 1,739 1,830 1,550 0.1 % (3)(7)(8)(19)(31)
1,739 1,830 1,550
Express Wash Acquisition Company, LLC Consumer Cyclical First Lien Senior Secured Term Loan 7/22 7/28 6,393 6,306 6,092 0.5 % (7)(8)(13)
Revolver SOFR + 6.50%, 12.1% Cash 7/28 141 138 129 — % (7)(8)(13)(31)
6,534 6,444 6,221
F24 (Stairway BidCo Gmbh) Software Services First Lien Senior Secured Term Loan 8/20 8/27 1,988 2,077 1,988 0.2 % (3)(7)(8)(9)
1,988 2,077 1,988
Faraday Healthcare First Lien Senior Secured Term Loan 1/23 1/30 1,700 1,598 1,667 0.1 % (3)(7)(8)(10)(31)
1,700 1,598 1,667
Ferrellgas L.P. Oil & Gas Equipment & Services Opco Preferred Units (2,886 units) 3/21 N/A 2,799 2,857 0.2 % (7)
2,799 2,857
Finaxy Holding Banking First Lien Senior Secured Term Loan 11/23 11/30 4,592 4,296 4,564 0.4 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan 10.3% PIK 5/31 2,071 1,946 2,071 0.2 % (3)(7)
6,663 6,242 6,635

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Fineline Technologies, Inc. Consumer Services First Lien Senior Secured Term Loan SOFR + 4.75%, 9.4% Cash 2/21 2/28 $ 1,263 $ 1,253 $ 1,263 0.1 % (7)(8)(13)
1,263 1,253 1,263
Finexvet Consumer Cyclical First Lien Senior Secured Term Loan IBOR + 6.50%, 10.2% Cash 3/22 3/29 5,050 4,867 4,934 0.4 % (3)(7)(8)(11)
5,050 4,867 4,934
FinThrive Software Intermediate Holdings Inc. Business Equipment & Services Preferred Stock (6,582.7 shares) 11.0% PIK 3/22 N/A 9,306 4,805 0.4 % (7)
9,306 4,805
FitzMark Buyer, LLC Cargo & Transportation First Lien Senior Secured Term Loan SOFR + 4.75%, 9.7% Cash 12/20 12/26 4,140 4,106 4,132 0.3 % (7)(8)(12)
4,140 4,106 4,132
Five Star Holding LLC Packaging Second Lien Senior Secured Term Loan SOFR + 7.25%, 12.3% Cash 5/22 5/30 13,692 13,483 12,761 1.1 % (7)(8)(13)
LLC Units<br><br>(966.99 units) N/A N/A 967 551 — % (7)(30)
13,692 14,450 13,312
Flexential Issuer, LLC Information Technology Structured Secured Note - Class C 6.9% Cash 11/21 11/51 16,000 14,879 15,337 1.3 %
16,000 14,879 15,337
Flywheel Re Segregated Portfolio 2022-4 Investment Funds Preferred Stock (2,828,286 shares) N/A 8/22 N/A 2,828 3,648 0.3 % (3)(7)(30)
2,828 3,648
Footco 40 Limited Media & Entertainment First Lien Senior Secured Term Loan IBOR + 6.50%, 10.2% Cash 4/22 4/29 235 223 230 — % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan SONIA + 6.50%, 11.5% Cash 4/29 1,713 1,635 1,665 0.1 % (3)(7)(8)(16)(31)
1,948 1,858 1,895
Forest Buyer, LLC Healthcare First Lien Senior Secured Term Loan SOFR + 5.50%, 10.1% Cash 3/24 3/26 496 485 491 — % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.50%, 10.1% Cash 3/30 5,642 5,565 5,609 0.5 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.1% Cash 3/30 — (7) — — % (7)(8)(13)(31)
Class A LLC Units (122 units) N/A N/A 122 127 — % (7)(30)
Class B LLC Units (122 units) N/A N/A — 97 — % (7)(30)
6,138 6,165 6,324
Fortis Payment Systems, LLC Other Financial First Lien Senior Secured Term Loan SOFR + 5.75%, 10.0% Cash 10/22 2/26 8,872 8,757 8,727 0.7 % (7)(8)(13)(31)
Revolver SOFR + 5.75%, 10.0% Cash 2/26 — (8) (10) — % (7)(8)(13)(31)
8,872 8,749 8,717
FragilePak LLC Transportation Services First Lien Senior Secured Term Loan SOFR + 5.75%, 10.0% Cash 5/21 5/27 4,555 4,493 4,510 0.4 % (7)(8)(13)
Partnership Units (937.5 units) N/A N/A 938 673 0.1 % (7)(30)
4,555 5,431 5,183
FSS Buyer LLC Technology First Lien Senior Secured Term Loan SOFR + 5.00%, 9.8% Cash 8/21 8/28 4,752 4,695 4,752 0.4 % (7)(8)(12)
LP Interest<br><br>(1,160.9 units) N/A N/A 12 15 — % (7)
LP Units<br><br>(5,104.3 units) N/A N/A 51 65 — % (7) (30)
4,752 4,758 4,832

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
GB Eagle Buyer, Inc. Capital Goods First Lien Senior Secured Term Loan SOFR + 6.25%, 10.9% Cash 12/22 12/28 $ 10,556 $ 10,314 $ 10,450 0.9 % (7)(8)(13)
Revolver SOFR + 6.25%, 10.9% Cash 12/28 — (54) (26) — % (7)(8)(13)(31)
Partnership Units (687 units) N/A N/A 687 1,222 0.1 % (7)(30)
10,556 10,947 11,646
GCDL LLC Healthcare First Lien Senior Secured Term Loan SOFR + 6.00%, 10.4% Cash 8/24 8/27 541 530 529 — % (7)(8)(13)
Revolver SOFR + 6.00%, 10.4% Cash 8/27 — (2) (2) — % (7)(8)(13)
Common Stock (243,243.24 shares) N/A N/A — 243 243 — % (7)
541 771 770
Global Academic Group Limited Industrial Other First Lien Senior Secured Term Loan BBSY + 5.50%, 9.4% Cash 7/22 7/27 2,559 2,526 2,538 0.2 % (3)(7)(8)(19)
First Lien Senior Secured Term Loan BKBM + 5.50%, 10.2% Cash 7/27 4,391 4,249 4,352 0.4 % (3)(7)(8)(24)(31)
6,950 6,775 6,890
Gojo Industries, Inc. Industrial Other First Lien Senior Secured Term Loan SOFR + 9.50%, 9.9% Cash, 4.5% PIK 10/23 10/28 13,321 12,994 12,997 1.1 % (7)(8)(12)
13,321 12,994 12,997
GPNZ II GmbH Healthcare First Lien Senior Secured Term Loan IBOR + 6.00%, 9.9% Cash 6/22 6/29 480 446 141 — % (3)(7)(8)(9)(32)
First Lien Senior Secured Term Loan 10.0% PIK 6/29 272 266 272 — % (3)(7)(31)
Common Stock (5,785 shares) N/A N/A — — — % (3)(7)(30)
752 712 413
Graphpad Software, LLC Internet Software & Services First Lien Senior Secured Term Loan SOFR + 4.75%, 9.4% Cash 6/24 06/31 9,535 9,478 9,481 0.8 % (7)(8)(13)(31)
Revolver SOFR + 4.75% 9.4% Cash 06/31 — (4) (4) — % (7)(8)(13)(31)
9,535 9,474 9,477
Greenhill II BV Technology First Lien Senior Secured Term Loan IBOR + 5.10%, 8.8% Cash 7/22 7/29 1,009 906 1,009 0.1 % (3)(7)(8)(10)(31)
1,009 906 1,009
Groupe Guemas Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan IBOR + 6.25%, 9.9% Cash 10/23 9/30 5,201 4,817 5,107 0.4 % (3)(7)(8)(11)
5,201 4,817 5,107
Groupe Product Life Consumer<br>Non-cyclical First Lien Senior Secured Term Loan IBOR + 6.25%, 9.6% Cash 10/22 10/29 952 867 932 0.1 % (3)(7)(8)(10)(31)
952 867 932
Gusto Aus BidCo Pty Ltd Consumer<br>Non-Cyclical First Lien Senior Secured Term Loan BBSY + 6.50%, 11.0% Cash 10/22 10/28 2,374 2,145 2,316 0.2 % (3)(7)(8)(19)(31)
2,374 2,145 2,316
HeartHealth Bidco Pty Ltd Healthcare First Lien Senior Secured Term Loan BBSY + 5.25%, 9.7% Cash 9/22 9/28 722 652 642 0.1 % (3)(7)(8)(19)(31)
722 652 642
Heartland Veterinary Partners, LLC Healthcare Subordinated Term Loan 11.0% PIK 11/21 12/28 13,564 13,405 12,371 1.0 % (7)
13,564 13,405 12,371
Heavy Construction Systems Specialists, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.50%, 10.1% Cash 11/21 11/27 7,239 7,157 7,239 0.6 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.1% Cash 11/27 — (28) — — % (7)(8)(13)(31)
7,239 7,129 7,239
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) Insurance First Lien Senior Secured Term Loan IBOR + 5.50%, 9.1% Cash 9/19 9/26 3,380 3,676 3,265 0.3 % (3)(7)(8)(11)
3,380 3,676 3,265

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
HEKA Invest Technology First Lien Senior Secured Term Loan IBOR + 6.25%, 9.6% Cash 10/22 10/29 $ 5,227 $ 4,492 $ 5,227 0.4 % (3)(7)(8)(10)(31)
5,227 4,492 5,227
HemaSource, Inc. Healthcare First Lien Senior Secured Term Loan SOFR + 6.00%, 10.9% Cash 8/23 8/29 7,267 7,110 7,238 0.6 % (7)(8)(12)
Revolver SOFR + 6.00%, 10.9% Cash 8/29 — (37) (7) — % (7)(8)(12)(31)
Common Stock (101,080 shares) N/A N/A 101 118 — % (7)(30)
7,267 7,174 7,349
Herbalife Ltd. Food Products First Lien Senior Secured Term Loan SOFR + 6.75%, 11.6% Cash 4/24 4/29 3,376 3,154 3,188 0.3 % (3)(8)(12)
3,376 3,154 3,188
Home Care Assistance, LLC Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 3/21 3/27 3,725 3,691 3,520 0.3 % (7)(8)(13)
3,725 3,691 3,520
HomeX Services Group LLC Home Construction First Lien Senior Secured Term Loan SOFR + 5.50%, 10.1% Cash 11/23 11/29 1,502 1,464 1,502 0.1 % (7)(8)(13)(31)
Revolver SOFR + 5.50%, 10.1% Cash 11/29 — (6) — — % (7)(8)(13)(31)
1,502 1,458 1,502
Honour Lane Logistics Holdings Limited Transportation Services First Lien Senior Secured Term Loan SOFR + 5.00%, 10.3% Cash 4/22 11/28 6,667 6,535 6,629 0.6 % (3)(7)(8)(14)
6,667 6,535 6,629
HTI Technology & Industries Electronic Component Manufacturing First Lien Senior Secured Term Loan SOFR + 8.50%, 13.5% Cash 7/22 7/25 11,091 11,034 10,434 0.9 % (7)(8)(13)(31)
Revolver SOFR + 8.50%, 13.5% Cash 7/25 — (5) (68) — % (7)(8)(13)(31)
11,091 11,029 10,366
HW Holdco, LLC (Hanley Wood LLC) Advertising First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 12/18 5/26 11,081 11,070 11,059 0.9 % (7)(8)(13)
11,081 11,070 11,059
Hydratech Holdings, Inc. Distributors First Lien Senior Secured Term Loan SOFR + 5.00%, 9.6% Cash 9/24 9/27 4,313 4,177 4,175 0.3 % (7)(8)(13)
Revolver SOFR + 5.00%, 9.6% Cash 9/27 80 63 62 — % (7)(8)(13)
4,393 4,240 4,237
Hygie 31 Holding Pharmaceuticals First Lien Senior Secured Term Loan IBOR + 5.63%, 8.9% Cash 9/22 9/29 1,629 1,376 1,615 0.1 % (3)(7)(8)(11)
1,629 1,376 1,615
Ice House America, L.L.C. Consumer Products First Lien Senior Secured Term Loan SOFR + 5.50%, 10.8% Cash 1/24 1/30 4,114 4,037 4,049 0.3 % (7)(8)(13)(31)
Revolver SOFR + 5.50%, 10.8% Cash 1/30 149 141 142 — % (7)(8)(13)(31)
LLC Units (2,703 units) N/A N/A 270 287 — % (7)(30)
4,263 4,448 4,478
IM Square Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan IBOR + 5.55%, 8.8% Cash 5/21 5/28 2,790 2,955 2,723 0.2 % (3)(7)(8)(10)
2,790 2,955 2,723
Infoniqa Holdings GmbH Technology First Lien Senior Secured Term Loan IBOR + 4.75%, 8.1% Cash 11/21 11/28 2,933 2,920 2,933 0.2 % (3)(7)(8)(11)
2,933 2,920 2,933
Innovad Group II BV Beverage, Food & Tobacco First Lien Senior Secured Term Loan IBOR + 5.50%, 9.2% Cash 4/21 4/28 6,879 7,110 6,783 0.6 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan SARON + 5.50%, 6.7% Cash 4/28 1,087 1,019 1,072 0.1 % (3)(7)(8)(25)
7,966 8,129 7,855

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Innovative XCessories & Services, LLC Automotive First Lien Senior Secured Term Loan 2/22 3/27 $ 2,869 $ 2,817 $ 2,789 0.2 % (8)(13)(29)
2,869 2,817 2,789
INOS 19-090 GmbH Aerospace & Defense First Lien Senior Secured Term Loan 12/20 12/27 5,173 5,571 5,173 0.4 % (3)(7)(8)(10)
5,173 5,571 5,173
Interstellar Group B.V. Technology First Lien Senior Secured Term Loan 8/22 2/29 67 62 64 — % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 6.25%, 9.6% Cash 8/29 1,646 1,531 1,549 0.1 % (3)(7)(8)(10)(31)
1,713 1,593 1,613
InvoCare Limited Consumer Cyclical Services First Lien Senior Secured Term Loan 11/23 11/29 2,162 1,980 2,108 0.2 % (3)(7)(8)(19)(31)
2,162 1,980 2,108
Isagenix International, LLC Wholesale First Lien Senior Secured Term Loan 4/23 4/28 892 634 223 — % (7)(8)(13)(29)
Common Stock (58,538 shares) N/A N/A — — — % (7)(29)(30)
892 634 223
Isolstar Holding NV (IPCOM) Trading Companies & Distributors First Lien Senior Secured Term Loan 10/22 10/29 5,570 4,831 5,459 0.5 % (3)(7)(8)(10)
5,570 4,831 5,459
ISTO Technologies II, LLC Healthcare First Lien Senior Secured Term Loan 10/23 10/28 6,735 6,591 6,735 0.6 % (7)(8)(14)
Revolver SOFR + 6.00%, 10.2% Cash 10/28 — (15) — — % (7)(8)(14)(31)
6,735 6,576 6,735
ITI Intermodal, Inc. Transportation Services First Lien Senior Secured Term Loan 12/21 12/27 803 794 785 0.1 % (7)(8)(14)
First Lien Senior Secured Term Loan SOFR + 6.50%, 10.8% Cash 12/27 12,109 11,846 11,915 1.0 % (7)(8)(14)
Revolver SOFR + 6.50%, 10.8% Cash 12/27 226 201 197 — % (7)(8)(14)(31)
Common Stock (7,500.4 shares) N/A N/A 750 727 0.1 % (7)(30)
13,138 13,591 13,624
Ivanti Software, Inc. High Tech Industries Second Lien Senior Secured Term Loan 2/22 12/28 6,000 5,989 3,740 0.3 % (8)(13)(29)
6,000 5,989 3,740
Jade Bidco Limited (Jane's) Aerospace & Defense First Lien Senior Secured Term Loan 11/19 2/29 1,200 1,154 1,200 0.1 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan SOFR + 5.25%, 7.0% Cash, 2.0% PIK 2/29 1,957 1,939 1,957 0.2 % (3)(7)(8)(14)
First Lien Senior Secured Term Loan SOFR + 5.25%, 10.6% Cash 2/29 4,631 4,552 4,632 0.4 % (3)(7)(8)(14)
7,788 7,645 7,789
JetBlue 2019-1 Class B Pass Through Trust Structured Products Structured Secured Note - Class B 8/20 11/27 2,774 2,774 2,825 0.2 %
2,774 2,774 2,825
JF Acquisition, LLC Automotive First Lien Senior Secured Term Loan 5/21 7/26 3,749 3,710 3,712 0.3 % (7)(8)(13)
3,749 3,710 3,712
Jon Bidco Limited Healthcare First Lien Senior Secured Term Loan 3/22 3/27 3,920 4,152 3,920 0.3 % (3)(7)(8)(24)(31)
3,920 4,152 3,920

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Jones Fish Hatcheries & Distributors LLC Consumer Products First Lien Senior Secured Term Loan 2/22 2/28 $ 3,481 $ 3,431 $ 3,481 0.3 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.9% Cash 2/28 — (5) — — % (7)(8)(13)(31)
LLC Units<br><br>(1,018 units) N/A N/A 107 278 — % (7)
3,481 3,533 3,759
Kano Laboratories LLC Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan 11/20 11/26 8,518 8,453 8,388 0.7 % (7)(8)(13)
Partnership Equity (203.2 units) N/A N/A 203 211 — % (7)(30)
8,518 8,656 8,599
Keystone Bidco B.V. Pharmaceuticals First Lien Senior Secured Term Loan 8/24 9/27 749 730 732 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 5.25%, 8.8% Cash 8/31 — (4) (4) — % (3)(7)(8)(10)
Revolver IBOR + 5.25%, 8.8% Cash 9/27 — — — — % (3)(7)(8)(13)
749 726 728
Kid Distro Holdings, LLC Media & Entertainment First Lien Senior Secured Term Loan 10/21 10/29 13,190 13,089 13,190 1.1 % (7)(8)(13)
LLC Units (637,677.11 units) N/A N/A 638 721 0.1 % (7)(30)
13,190 13,727 13,911
Lambir Bidco Limited Healthcare First Lien Senior Secured Term Loan 12/21 12/28 2,008 1,969 1,891 0.2 % (3)(7)(8)(11)(31)
Second Lien Senior Secured Term Loan 12.0% PIK 6/29 1,869 1,837 1,718 0.1 % (3)(7)
3,877 3,806 3,609
Lattice Group Holdings Bidco Limited Technology First Lien Senior Secured Term Loan 5/22 5/29 727 711 703 0.1 % (3)(7)(8)(14)(31)
Revolver SOFR + 5.75%, 10.6% Cash 11/28 35 35 35 — % (3)(7)(8)(14)
762 746 738
LeadsOnline, LLC Business Equipment & Services First Lien Senior Secured Term Loan 2/22 2/28 10,095 9,987 10,050 0.8 % (7)(8)(13)
Revolver SOFR + 6.00%, 11.5% Cash 2/28 — (25) (11) — % (7)(8)(13)(31)
LLC Units<br><br>(81,739.2 units) N/A N/A 85 179 — % (7)
10,095 10,047 10,218
Learfield Communications, LLC Broadcasting First Lien Senior Secured Term Loan 8/20 6/28 5,476 5,476 5,456 0.5 % (8)(12)
Common Stock (55,198 shares) N/A N/A 1,921 3,712 0.3 % (30)
5,476 7,397 9,168
Legal Solutions Holdings Business Services Senior Subordinated Loan 12/20 3/25 12,319 10,129 — — % (7)(28)(32)
12,319 10,129 —
Lifestyle Intermediate II, LLC Consumer Goods: Durable First Lien Senior Secured Term Loan 2/22 1/26 3,006 3,006 2,765 0.2 % (7)(8)(13)(29)
3,006 3,006 2,765
LivTech Purchaser, Inc. Business Services First Lien Senior Secured Term Loan 1/21 12/25 862 860 862 0.1 % (7)(8)(13)
862 860 862
Long Term Care Group, Inc. Healthcare First Lien Senior Secured Term Loan 4/22 9/27 8,634 8,535 7,572 0.6 % (7)(8)(13)
8,634 8,535 7,572

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Magnetite XIX, Limited Multi-Sector Holdings Subordinated Notes 2/22 04/34 $ 5,250 $ 5,107 $ 5,083 0.4 % (3)(13)(29)
Subordinated Structured Notes Residual Interest, current yield 5.95% 7/30 13,731 8,162 7,363 0.6 % (3)(29)
18,981 13,269 12,446
Marmoutier Holding B.V. Consumer Products First Lien Senior Secured Term Loan 12/21 12/24 413 374 58 — % (3)(7)(8)(11)(32)
First Lien Senior Secured Term Loan IBOR + 6.50%, 3.3% Cash, 6.8% PIK 12/28 2,188 2,170 413 — % (3)(7)(8)(11)(32)
Super Senior Secured Term Loan 6.0% PIK 3/25 190 184 190 — % (3)(7)(8)(32)
Revolver IBOR+ 5.75%, 2.7% Cash, 6.5% PIK 6/27 54 49 (80) — % (3)(7)(8)(11)(32)
2,845 2,777 581
MB Purchaser, LLC Technology First Lien Senior Secured Term Loan 1/24 1/30 2,247 2,186 2,196 0.2 % (7)(8)(12)(31)
Revolver SOFR + 4.75%, 9.9% Cash 1/30 — (5) (5) — % (7)(8)(12)(31)
LLC Units<br><br>(66 units) N/A N/A 68 68 — % (7)(30)
2,247 2,249 2,259
MC Group Ventures Corporation Business Services First Lien Senior Secured Term Loan 6/24 6/27 5,131 5,019 5,019 0.4 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 6/27 4,116 4,069 4,094 0.3 % (7)(8)(14)(31)
Partnership Units (746.66 units) N/A N/A 747 835 0.1 % (7)(30)
9,247 9,835 9,948
Media Recovery, Inc. (SpotSee) Containers, Packaging & Glass First Lien Senior Secured Term Loan 9/24 9/27 4,098 4,037 4,037 0.3 % (7)(8)(15)
First Lien Senior Secured Term Loan SOFR + 4.75%, 9.4% Cash 9/27 1,830 1,803 1,803 0.2 % (7)(8)(13)
Revolver SONIA + 4.75%, 9.7% Cash 9/27 — (12) (12) — % (7)(8)(15)(31)
Revolver SOFR + 4.75%, 9.4% Cash 9/27 — (10) (10) — % (7)(8)(13)(31)
5,928 5,818 5,818
Median B.V. Healthcare First Lien Senior Secured Term Loan 2/22 10/27 9,993 9,892 9,581 0.8 % (3)(8)(17)
9,993 9,892 9,581
Medical Solutions Parent Holdings, Inc. Healthcare Second Lien Senior Secured Term Loan 11/21 11/29 4,421 4,390 2,874 0.2 % (8)(13)
4,421 4,390 2,874
Megawatt Acquisitionco, Inc. Aerospace & Defense First Lien Senior Secured Term Loan 3/24 3/30 4,170 4,093 3,899 0.3 % (7)(8)(13)
Revolver SOFR + 5.25%, 9.9% Cash 3/30 73 61 30 — % (7)(8)(13)(31)
Preferred Stock (1,842 shares) N/A N/A 184 87 — % (7)(30)
Common Stock (205 shares) N/A N/A 21 — — % (7)(30)
4,243 4,359 4,016
Mercell Holding AS Technology First Lien Senior Secured Term Loan 8/22 8/29 2,982 3,147 2,957 0.2 % (3)(7)(8)(27)(31)
Class A Units (114.4 units) N/A N/A 111 132 — % (3)(7)(30)
Class B Units (28,943.8 units) N/A N/A — 25 — % (3)(7)(30)
2,982 3,258 3,114
MI OpCo Holdings, Inc. Pharmaceuticals First Lien Senior Secured Term Loan 7/24 3/28 6,370 5,762 6,243 0.5 % (8)(12)
6,370 5,762 6,243

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
MNS Buyer, Inc. Construction and Building First Lien Senior Secured Term Loan SOFR + 5.00%, 9.5% Cash 8/21 8/27 $ 895 $ 886 $ 895 0.1 % (7)(8)(12)
Partnership Units (76,923 units) N/A N/A 77 104 — % (7)(30)
895 963 999
Modern Star Holdings Bidco Pty Limited. Non-durable Consumer Goods First Lien Senior Secured Term Loan BBSY + 5.75%, 10.5% Cash 12/20 12/26 7,985 8,401 7,985 0.7 % (3)(7)(8)(19)(31)
7,985 8,401 7,985
Moonlight Bidco Limited Healthcare First Lien Senior Secured Term Loan SONIA + 5.75%, 10.7% Cash 7/23 7/30 1,993 1,882 1,987 0.2 % (3)(7)(8)(16)(31)
Common Stock (10,590 shares) N/A N/A 138 197 — % (3)(7)(30)
1,993 2,020 2,184
Murphy Midco Limited Media, Diversified & Production First Lien Senior Secured Term Loan SONIA + 5.25%, 10.3% Cash 11/20 11/27 1,757 1,714 1,757 0.1 % (3)(7)(8)(17)
1,757 1,714 1,757
Music Reports, Inc. Media & Entertainment First Lien Senior Secured Term Loan SOFR + 6.25%, 11.5% Cash 8/20 8/26 6,923 6,860 6,500 0.5 % (7)(8)(13)
6,923 6,860 6,500
Napa Bidco Pty Ltd Healthcare First Lien Senior Secured Term Loan BBSY + 5.50%, 9.9% Cash 3/22 3/28 19,304 19,685 19,219 1.6 % (3)(7)(8)(19)
19,304 19,685 19,219
Narda Acquisitionco., Inc. Aerospace & Defense First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 12/21 12/27 5,087 5,036 5,087 0.4 % (7)(8)(13)
Revolver SOFR + 5.00%, 10.4% Cash 12/27 — (12) — — % (7)(8)(13)(31)
Class A<br><br>Preferred Stock (4,587.38 shares) N/A N/A 459 567 — % (7)(30)
Class B<br><br>Common Stock (509.71 shares) N/A N/A 51 118 — % (7)(30)
5,087 5,534 5,772
Navia Benefit Solutions, Inc. Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan SOFR + 4.50%, 9.4% Cash 11/22 2/27 2,933 2,889 2,933 0.2 % (7)(8)(12)
First Lien Senior Secured Term Loan SOFR + 4.50%, 9.4% Cash 2/27 2,639 2,625 2,639 0.2 % (7)(8)(12)
5,572 5,514 5,572
NAW Buyer LLC Technology First Lien Senior Secured Term Loan SOFR + 5.75%, 10.4% Cash 9/23 9/29 11,880 11,503 11,880 1.0 % (7)(8)(13)(31)
Revolver SOFR + 5.75%, 10.4% Cash 9/29 — (39) — — % (7)(8)(13)(31)
LLC Units (472,512 units) N/A N/A 473 463 — % (7)(30)
11,880 11,937 12,343
NeoxCo Internet Software & Services First Lien Senior Secured Term Loan IBOR + 6.50%, 10.1% Cash 1/23 1/30 2,167 2,048 2,167 0.2 % (3)(7)(8)(11)(31)
2,167 2,048 2,167
Next Holdco, LLC Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.2% Cash 11/23 11/30 7,340 7,212 7,340 0.6 % (7)(8)(13)(31)
Revolver SOFR + 6.00%, 11.2% Cash 11/29 — (10) — — % (7)(8)(13)(31)
7,340 7,202 7,340
NF Holdco, LLC Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.2% Cash 3/23 3/29 6,299 6,146 6,274 0.5 % (7)(8)(13)
Revolver SOFR + 6.00%, 11.2% Cash 3/29 608 583 603 0.1 % (7)(8)(13)(31)
LP Units<br><br>(639,510 units) N/A N/A 659 569 — % (7)(30)
6,907 7,388 7,446

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Northstar Recycling, LLC Environmental Industries First Lien Senior Secured Term Loan SOFR + 4.65%, 10.1% Cash 10/21 9/27 $ 2,431 $ 2,405 $ 2,431 0.2 % (7)(8)(13)
2,431 2,405 2,431
NPM Investments 28 B.V. Healthcare First Lien Senior Secured Term Loan IBOR + 6.00%, 9.3% Cash 9/22 10/29 2,241 1,919 2,216 0.2 % (3)(7)(8)(10)(31)
2,241 1,919 2,216
OA Buyer, Inc. Healthcare First Lien Senior Secured Term Loan SOFR + 5.25%, 10.2% Cash 12/21 12/28 8,323 8,235 8,286 0.7 % (7)(8)(12)
Revolver SOFR + 5.25%, 10.2% Cash 12/28 — (16) (6) — % (7)(8)(12)(31)
Partnership Units (210,920.11 units) N/A N/A 211 567 — % (7)
8,323 8,430 8,847
OAC Holdings I Corp Automotive First Lien Senior Secured Term Loan SOFR + 5.00%, 9.9% Cash 3/22 3/29 3,548 3,503 3,548 0.3 % (7)(8)(12)
Revolver SOFR + 5.00%, 9.9% Cash 3/28 — (16) — — % (7)(8)(12)(31)
3,548 3,487 3,548
Ocelot Holdco LLC Construction Machinery Super Senior Takeback Loan 10.0% Cash 10/23 10/27 549 549 549 — % (7)(8)
Takeback Term loan 10.0% Cash 10/27 2,933 2,933 2,933 0.2 % (7)(8)
Preferred Stock (243.80 shares) 15.0% PIK N/A 1,562 2,734 0.2 % (7)
Common Stock (186.70 shares) N/A N/A — — — % (7)(30)
3,482 5,044 6,216
Ocular Therapeutix, Inc. Pharmaceuticals First Lien Senior Secured Term Loan SOFR + 6.75%, 11.9% Cash 8/23 7/29 3,930 3,828 4,849 0.4 % (3)(7)(8)(12)
3,930 3,828 4,849
Offen Inc. Transportation: Cargo First Lien Senior Secured Term Loan SOFR + 5.00%, 10.0% Cash 2/22 6/26 3,720 3,683 3,702 0.3 % (7)(12)(29)
3,720 3,683 3,702
OG III B.V. Containers & Glass Products First Lien Senior Secured Term Loan IBOR + 5.50%, 8.9% Cash 6/21 6/28 3,535 3,692 3,475 0.3 % (3)(7)(8)(10)
3,535 3,692 3,475
Oracle Vision Bidco Limited Healthcare First Lien Senior Secured Term Loan SONIA + 4.75%, 10.0% Cash 6/21 5/28 3,070 3,172 3,070 0.3 % (3)(7)(8)(17)
3,070 3,172 3,070
Origin Bidco Limited Technology First Lien Senior Secured Term Loan IBOR + 5.25%, 8.7% Cash 6/21 6/28 331 355 331 — % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 5.25%, 10.7% Cash 6/28 533 524 533 — % (3)(7)(8)(13)
864 879 864
ORTEC INTERNATIONAL NEWCO B.V. Technology First Lien Senior Secured Term Loan IBOR + 5.75%, 9.2% Cash 12/23 12/30 1,020 975 1,001 0.1 % (3)(7)(8)(10)
1,020 975 1,001
OSP Hamilton Purchaser, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.00%, 10.2% Cash 12/21 12/29 13,099 12,913 12,914 1.1 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.2% Cash 12/29 1,069 977 994 0.1 % (7)(8)(13)(31)
Revolver SOFR + 5.00%, 10.2% Cash 12/27 — (19) (16) — % (7)(8)(13)(31)
LP Units<br><br>(173,749 units) N/A N/A 174 162 — % (7)
14,168 14,045 14,054

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Panoche Energy Center LLC Electric First Lien Senior Secured Bond 6.9% Cash 7/22 7/29 $ 3,740 $ 3,445 $ 3,404 0.3 %
3,740 3,445 3,404
Pare SAS (SAS Maurice MARLE) Health Care Equipment First Lien Senior Secured Term Loan IBOR + 5.25%, 9.4% Cash, 0.8% PIK 12/19 12/26 2,870 2,846 2,864 0.2 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 5.25%, 9.9% Cash 10/26 1,500 1,500 1,497 0.1 % (3)(7)(8)(13)
4,370 4,346 4,361
Parkview Dental Holdings LLC Healthcare First Lien Senior Secured Term Loan SOFR + 8.30%, 13.6% Cash 10/23 10/29 624 608 606 0.1 % (7)(8)(12)
LLC Units<br><br>(29,762 units) N/A N/A — 298 250 — % (7)(30)
624 906 856
Patriot New Midco 1 Limited (Forensic Risk Alliance) Diversified Financial Services First Lien Senior Secured Term Loan IBOR + 6.75%, 12.3% Cash 2/20 2/27 2,204 2,137 2,168 0.2 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 6.75%, 12.3% Cash 2/27 2,628 2,610 2,586 0.2 % (3)(7)(8)(13)
4,832 4,747 4,754
PDQ.Com Corporation Business Equipment & Services First Lien Senior Secured Term Loan SOFR + 4.75%, 10.0% Cash 10/23 8/27 3,008 2,930 2,940 0.2 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 4.75%, 10.0% Cash 12/24 4,445 4,351 4,341 0.4 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 4.75%, 10.0% Cash 8/27 7,338 7,253 7,238 0.6 % (7)(8)(13)(31)
Class A-2 Partnership Units (28.8 units) N/A N/A 29 50 — % (7)(30)
14,791 14,563 14,569
Perimeter Master Note Business Trust Credit Card ABS Structured Secured Note - Class A 4.7% Cash 5/22 11/28 182 182 179 — % (3)(7)
Structured Secured Note - Class B 5.4% Cash 11/28 182 182 181 — % (3)(7)
Structured Secured Note - Class C 5.9% Cash 11/28 182 182 180 — % (3)(7)
Structured Secured Note - Class D 8.5% Cash 11/28 182 182 180 — % (3)(7)
Structured Secured Note - Class E 11.4% Cash 11/28 9,274 9,274 8,905 0.7 % (3)(7)
10,002 10,002 9,625
Permaconn BidCo Pty Ltd Telecommunications First Lien Senior Secured Term Loan BBSY + 5.25%, 9.7% Cash 12/21 7/29 2,842 2,707 2,837 0.2 % (3)(7)(8)(19)
2,842 2,707 2,837
Polara Enterprises, L.L.C. Capital Equipment First Lien Senior Secured Term Loan SOFR + 4.75%, 9.5% Cash 12/21 12/27 960 949 960 0.1 % (7)(8)(13)
Revolver SOFR + 4.75%, 9.5% Cash 12/27 — (6) — — % (7)(8)(13)(31)
Partnership Units (7,409 units) N/A N/A 741 1,116 0.1 % (7)
960 1,684 2,076
Policy Services Company, LLC Property & Casualty Insurance First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash, 4.0% PIK 12/21 6/26 52,924 52,314 52,315 4.4 % (7)(8)(13)
Warrants - Class A (2.55830 units) N/A N/A — 1,245 0.1 % (7)(30)
Warrants - Class B (0.86340 units) N/A N/A — 420 — % (7)(30)
Warrants - Class CC (0.08880 units) N/A N/A — — — % (7)(30)
Warrants - Class D (0.24710 units) N/A N/A — 120 — % (7)(30)
52,924 52,314 54,100

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Polymer Solutions Group Holdings, LLC Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan 2/22 10/24 $ 993 $ 993 $ 568 — % (7)(8)(12)(29)
Common Stock<br><br>(74 shares) N/A N/A — — — % (7)(30)
993 993 568
Premium Franchise Brands, LLC Research & Consulting Services First Lien Senior Secured Term Loan 5/21 12/26 10,252 10,114 9,979 0.8 % (7)(8)(13)
10,252 10,114 9,979
Premium Invest Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan 6/21 12/30 9,431 8,870 9,320 0.8 % (3)(7)(8)(10)(31)
9,431 8,870 9,320
Preqin MC Limited Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan 8/21 7/28 2,789 2,737 2,789 0.2 % (3)(7)(8)(14)
2,789 2,737 2,789
Process Equipment, Inc. (ProcessBarron) Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan 3/19 9/26 5,372 5,364 5,351 0.4 % (7)(8)(14)
5,372 5,364 5,351
Process Insights Acquisition, Inc. Electronics First Lien Senior Secured Term Loan 7/23 7/25 — (9) — — % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 6.25%, 11.4% Cash 7/29 5,292 5,177 5,292 0.4 % (7)(8)(13)
Revolver SOFR + 6.25%, 11.4% Cash 7/29 439 418 439 — % (7)(8)(13)(31)
Common Stock (281 shares) N/A N/A 281 325 — % (7)(30)
5,731 5,867 6,056
ProfitOptics, LLC Technology First Lien Senior Secured Term Loan 3/22 3/28 1,621 1,601 1,621 0.1 % (7)(8)(12)
Revolver SOFR + 5.75%, 10.8% Cash 3/28 315 309 315 — % (7)(8)(12)(31)
Senior Subordinated Term Loan 8.0% Cash 3/29 81 81 73 — % (7)
LLC Units (241,935.48 units) N/A N/A 161 196 — % (7)(30)
2,017 2,152 2,205
Proppants Holding, LLC Energy: Oil & Gas LLC Units (1,506,254 units) 2/22 N/A — — — % (7)(29)
— —
Protego Bidco B.V. Aerospace & Defense First Lien Senior Secured Term Loan 3/21 3/28 1,823 1,887 1,768 0.1 % (3)(7)(8)(11)
Revolver IBOR + 6.50%, 9.7% Cash 3/27 2,186 2,288 2,115 0.2 % (3)(7)(8)(11)
4,009 4,175 3,883
Pro-Vision Solutions Holdings, LLC High Tech Industries First Lien Senior Secured Term Loan 9/24 9/29 7,767 7,651 7,651 0.6 % (7)(8)(13)
Revolver SOFR + 4.50%, 9.3% Cash 9/29 — (31) (31) — % (7)(8)(13)
LLC Units (2,357.5 units) N/A N/A 236 236 — % (7)
7,767 7,856 7,856
PSP Intermediate 4, LLC Technology First Lien Senior Secured Term Loan 5/22 5/29 912 845 890 0.1 % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 5/29 1,411 1,393 1,382 0.1 % (3)(7)(8)(13)
2,323 2,238 2,272
QPE7 SPV1 BidCo Pty Ltd Consumer Cyclical First Lien Senior Secured Term Loan 9/21 9/26 1,913 1,974 1,902 0.2 % (3)(7)(8)(18)
1,913 1,974 1,902

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Qualified Industries, LLC Consumer Cyclical First Lien Senior Secured Term Loan SOFR + 5.75%, 10.1% Cash 3/23 3/29 $ 718 $ 701 $ 704 0.1 % (7)(8)(13)
Revolver SOFR + 5.75%, 10.1% Cash 3/29 — (5) (5) — % (7)(8)(13)(31)
Preferred Stock (148 shares) 10.0% PIK N/A 144 171 — % (7)(30)
Common Stock (303,030 shares) N/A N/A 3 88 — % (7)(30)
718 843 958
Questel Unite Business Services First Lien Senior Secured Term Loan SOFR + 6.25%, 10.8% Cash 12/20 12/27 7,059 7,006 7,052 0.6 % (3)(7)(8)(13)
7,059 7,006 7,052
R1 Holdings, LLC Transportation First Lien Senior Secured Term Loan SOFR + 6.25%, 11.1% Cash 12/22 12/28 6,127 5,970 6,145 0.5 % (7)(8)(12)
Revolver SOFR + 6.25%, 11.1% Cash 12/28 126 73 126 — % (7)(8)(12)(31)
6,253 6,043 6,271
RA Outdoors, LLC High Tech Industries First Lien Senior Secured Term Loan SOFR + 6.75%, 11.7% Cash 2/22 4/26 13,314 13,056 12,715 1.1 % (7)(8)(12)(29)
Revolver SOFR + 6.75%, 11.7% Cash 4/26 1,272 1,272 1,221 0.1 % (7)(8)(12)(29)
14,586 14,328 13,936
Randys Holdings, Inc. Automobile Manufacturers First Lien Senior Secured Term Loan SOFR + 6.25%, 10.9% Cash 11/22 11/28 11,035 10,805 11,035 0.9 % (7)(8)(13)(31)
Revolver SOFR + 6.25%, 10.9% Cash 11/28 431 393 431 — % (7)(8)(13)(31)
Partnership Units (5,333 units) N/A N/A 533 577 — % (7)(30)
11,466 11,731 12,043
Recovery Point Systems, Inc. Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 8/20 7/26 11,324 11,243 11,324 0.9 % (7)(8)(13)
Partnership Equity (187,235 units) N/A N/A 187 67 — % (7)(30)
11,324 11,430 11,391
Renovation Parent Holdings, LLC Home Furnishings First Lien Senior Secured Term Loan SOFR + 5.50%, 10.7% Cash 11/21 11/27 4,721 4,656 4,239 0.4 % (7)(8)(13)
Partnership Equity (202,393.60 units) N/A N/A 202 69 — % (7)(30)
4,721 4,858 4,308
REP SEKO MERGER SUB LLC Air Freight & Logistics First Lien Senior Secured Term Loan IBOR + 5.00%, 8.7% Cash 6/22 12/26 9,843 9,173 6,428 0.5 % (7)(8)(10)(32)
First Lien Senior Secured Term Loan SOFR + 8.00%, 13.5% Cash 12/26 2,020 1,999 1,319 0.1 % (7)(8)(13)(32)
Revolver SOFR + 8.00%, 12.7% Cash 12/26 157 153 157 — % (7)(8)(13)(31)
12,020 11,325 7,904
Resolute Investment Managers, Inc. Banking, Finance, Insurance & Real Estate Common Stock (38,571 shares) N/A 3/24 N/A — — — % (7)(29)(30)
— —
Rhondda Financing No. 1 DAC Finance Companies Structured - Junior Note N/A 1/23 01/33 29,350 27,230 29,926 2.5 % (3)(7)
29,350 27,230 29,926
Riedel Beheer B.V. Food & Beverage First Lien Senior Secured Term Loan IBOR + 6.25%, 9.6% Cash 12/21 12/28 2,315 2,263 2,111 0.2 % (3)(7)(8)(10)
2,315 2,263 2,111

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Rock Labor LLC Media: Diversified & Production First Lien Senior Secured Term Loan 9/23 9/29 $ 6,554 $ 6,381 $ 6,426 0.5 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.7% Cash 9/29 — (27) (22) — % (7)(8)(13)(31)
LLC Units (233,871 units) N/A N/A 1,252 1,548 0.1 % (7)(30)
6,554 7,606 7,952
Royal Buyer, LLC Industrial Other First Lien Senior Secured Term Loan 8/22 8/28 8,124 8,011 8,083 0.7 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.6% Cash 8/28 — (25) (9) — % (7)(8)(13)(31)
8,124 7,986 8,074
RPX Corporation Research & Consulting Services First Lien Senior Secured Term Loan 8/24 8/27 26,908 26,512 26,504 2.2 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.7% Cash 8/27 — (44) (45) — % (7)(8)(13)
26,908 26,468 26,459
RTIC Subsidiary Holdings, LLC Consumer Goods: Durable Class A Preferred Stock (145.347 shares 2/22 N/A 4 — — % (7)(29)(30)
Class B Preferred Stock (145.347 shares N/A N/A — — — % (7)(29)(30)
Class C Preferred Stock 7,844.03 shares N/A N/A 450 61 — % (7)(29)(30)
Common Stock (153 shares) N/A N/A — — — % (7)(29)(30)
454 61
Ruffalo Noel Levitz, LLC Media Services First Lien Senior Secured Term Loan 1/19 12/26 9,772 9,772 8,687 0.7 % (7)(8)(13)
9,772 9,772 8,687
Russell Investments US Institutional Holdco, Inc. Capital Markets First Lien Senior Secured Term Loan 4/24 5/27 522 489 494 — % (7)(8)(13)
522 489 494
Safety Products Holdings, LLC Non-durable Consumer Goods First Lien Senior Secured Term Loan 12/20 12/26 14,852 14,741 14,703 1.2 % (7)(8)(13)
Preferred Stock (378.7 shares) N/A N/A 380 500 — % (7)(30)
14,852 15,121 15,203
Sanoptis S.A.R.L. Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan 6/22 7/29 1,590 1,504 1,546 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 5.75%, 9.5% Cash 7/29 2,553 2,196 2,411 0.2 % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan SARON + 5.75%, 7.2% Cash 7/29 2,181 1,902 2,121 0.2 % (3)(7)(8)(26)
First Lien Senior Secured Term Loan SARON + 6.75%, 8.2% Cash 7/29 939 876 913 0.1 % (3)(7)(8)(26)
7,263 6,478 6,991
Sansidor BV Services: Business First Lien Senior Secured Term Loan 9/24 9/27 597 574 573 — % (3)(7)(8)(13)
597 574 573
SBP Holdings LP Industrial Other First Lien Senior Secured Term Loan 3/23 3/28 13,739 13,306 13,522 1.1 % (7)(8)(12)(31)
Revolver SOFR + 5.00%, 9.8% Cash 3/28 520 471 488 — % (7)(8)(13)(31)
14,259 13,777 14,010

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Scaled Agile, Inc. Research & Consulting Services First Lien Senior Secured Term Loan 12/21 12/28 $ 1,788 $ 1,768 $ 1,609 0.1 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.9% Cash 12/28 336 332 302 — % (7)(8)(13)
2,124 2,100 1,911
Scout Bidco B.V. Diversified Manufacturing First Lien Senior Secured Term Loan 5/22 5/29 3,566 3,359 3,509 0.3 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 5/29 443 443 436 — % (3)(7)(8)(13)
Revolver IBOR + 5.50%, 9.0% Cash 5/29 — (6) (22) — % (3)(7)(8)(10)(31)
4,009 3,796 3,923
Sereni Capital NV Consumer Cyclical First Lien Senior Secured Term Loan 5/22 5/29 1,000 925 978 0.1 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan IBOR + 6.75%, 10.5% Cash 5/29 1,643 1,563 1,643 0.1 % (3)(7)(8)(11)
2,643 2,488 2,621
Serta Simmons Bedding LLC Home Furnishings Common Stock (109,127 shares) 6/23 N/A 1,630 611 0.1 % (30)
1,630 611
Shelf Bidco Ltd Other Financial First Lien Senior Secured Term Loan 12/22 1/30 34,452 33,576 34,710 2.9 % (3)(7)(8)(13)
Common Stock (1,200,000 shares) N/A N/A 1,200 5,448 0.5 % (3)(7)(30)
34,452 34,776 40,158
Sinari Invest Technology First Lien Senior Secured Term Loan 7/23 7/30 1,899 1,810 1,857 0.2 % (3)(7)(8)(11)(31)
1,899 1,810 1,857
SISU ACQUISITIONCO., INC. Aerospace & Defense First Lien Senior Secured Term Loan 12/20 12/26 7,315 7,247 6,604 0.6 % (7)(8)(13)(31)
7,315 7,247 6,604
Smartling, Inc. Technology First Lien Senior Secured Term Loan 11/21 11/27 10,464 10,346 10,464 0.9 % (7)(8)(12)
Revolver SOFR + 4.50%, 9.4% Cash 11/27 — (12) — — % (7)(8)(12)(31)
10,464 10,334 10,464
SmartShift Group, Inc. Technology First Lien Senior Secured Term Loan 9/23 9/29 9,537 9,329 9,537 0.8 % (7)(8)(14)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 9/25 3,440 3,413 3,440 0.3 % (7)(8)(14)
Revolver SOFR + 5.75%, 11.1% Cash 9/29 — (34) — — % (7)(8)(14)(31)
Common Stock (275 shares) N/A N/A 275 431 — % (7)(30)
12,977 12,983 13,408
Smile Brands Group Inc. Health Care Services First Lien Senior Secured Term Loan 10/18 10/25 4,559 4,559 4,126 0.3 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash, 1.0% PIK 10/25 617 617 558 — % (7)(8)(13)
5,176 5,176 4,684
Solo Buyer, L.P. Technology First Lien Senior Secured Term Loan 12/22 12/29 15,372 15,061 14,727 1.2 % (7)(8)(13)
Revolver SOFR + 6.25%, 11.5% Cash 12/28 399 364 315 — % (7)(8)(13)(31)
Partnership Units (516,399 units) N/A N/A 516 325 — % (7)(30)
15,771 15,941 15,367
Sound Point CLO XX, Ltd. Multi-Sector Holdings Subordinated Structured Notes 2/22 7/31 4,489 1,389 138 — % (3)(29)(30)
4,489 1,389 138

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Sparus Holdings, LLC<br>(f/k/a Sparus Holdings, Inc.) Other Utility First Lien Senior Secured Term Loan SOFR + 5.25%, 9.5% Cash 11/22 3/27 $ 1,644 $ 1,622 $ 1,625 0.1 % (7)(8)(14)(31)
First Lien Senior Secured Term Loan SOFR + 5.25%, 9.5% Cash 11/22 5/25 429 420 421 — % (7)(8)(14)
Revolver SOFR + 5.25%, 9.5% Cash 11/22 3/27 — (2) (2) — % (7)(8)(14)(31)
2,073 2,040 2,044
SPATCO Energy Solutions, LLC Automotive First Lien Senior Secured Term Loan SOFR +5.00%, 10.3% Cash 7/24 3/30 6,959 6,792 6,787 0.6 % (7)(8)(13)(31)
Revolver SOFR + 5.00%, 10.3% Cash 7/24 3/30 — (23) (24) — % (7)(8)(13)(31)
Common Stock (274,229 shares) N/A 7/24 N/A 274 274 — % (7)
6,959 7,043 7,037
Spatial Business Systems LLC Electric First Lien Senior Secured Term Loan SOFR + 6.00%, 11.1% Cash 10/22 10/28 11,571 11,336 11,114 0.9 % (7)(8)(13)(31)
Revolver SOFR + 6.00%, 11.1% Cash 10/22 10/28 — (24) (48) — % (7)(8)(13)(31)
11,571 11,312 11,066
SSCP Pegasus Midco Limited Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan SONIA + 6.00%, 11.1% Cash 12/20 11/27 4,678 4,482 4,678 0.4 % (3)(7)(8)(16)(31)
4,678 4,482 4,678
SSCP Spring Bidco 3 Limited Healthcare First Lien Senior Secured Term Loan SONIA + 6.50%, 11.7% Cash 11/23 8/30 1,027 934 1,005 0.1 % (3)(7)(8)(17)
1,027 934 1,005
Starnmeer B.V. Technology First Lien Senior Secured Term Loan SOFR + 6.25%, 11.2% Cash 10/21 10/28 2,500 2,480 2,500 0.2 % (3)(7)(8)(14)
2,500 2,480 2,500
Superjet Buyer, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.50%, 10.1% Cash 12/21 12/27 18,109 17,785 17,720 1.5 % (7)(8)(13)(31)
Revolver SOFR + 5.50%, 10.1% Cash 12/21 12/27 243 212 201 — % (7)(8)(13)(31)
18,352 17,997 17,921
SVI International LLC Automotive First Lien Senior Secured Term Loan SOFR + 6.75%, 12.1% Cash 3/24 3/30 640 627 627 0.1 % (7)(8)(13)(31)
Revolver SOFR + 6.75%, 12.1% Cash 3/24 3/30 — (1) (1) — % (7)(8)(13)(31)
LLC Units (207,921 units) N/A 3/24 N/A 208 206 — % (7)(30)
640 834 832
Syniverse Holdings, Inc. Technology Distributors Series A Preferred Equity<br><br>(7,575,758 units) 12.5% PIK 5/22 N/A 9,560 9,773 0.8 % (7)
9,560 9,773
TA SL Cayman Aggregator Corp. Technology Subordinated Term Loan 7.8% PIK 7/21 7/28 2,785 2,762 2,785 0.2 % (7)
Common Stock (1,589 shares) N/A 7/21 N/A 50 83 — % (7)(30)
2,785 2,812 2,868
Tank Holding Corp Metal & Glass Containers First Lien Senior Secured Term Loan SOFR + 5.75%, 10.2% Cash 3/22 3/28 7,922 7,807 7,792 0.7 % (7)(8)(14)
First Lien Senior Secured Term Loan SOFR + 6.00%, 10.9% Cash 5/23 3/28 2,538 2,469 2,493 0.2 % (7)(8)(12)(31)
Revolver SOFR + 5.75%, 10.6% Cash 3/22 3/28 618 607 604 0.1 % (7)(8)(12)(31)
11,078 10,883 10,889
Tanqueray Bidco Limited Technology First Lien Senior Secured Term Loan SONIA + 5.50%, 10.7% Cash 11/22 11/25 1,820 1,523 1,820 0.2 % (3)(7)(8)(16)(31)
First Lien Senior Secured Term Loan SONIA + 5.50%, 10.7% Cash 11/22 11/29 — (9) — — % (3)(7)(8)(16)
1,820 1,514 1,820

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Team Air Distributing, LLC Consumer Cyclical Subordinated Term Loan 5/23 5/28 $ 717 $ 704 $ 702 0.1 % (7)
Partnership Equity (400,000 units) N/A N/A 400 392 — % (7)(30)
Common Stock (79,475.57 shares) N/A N/A 78 78 — % (7)
717 1,182 1,172
Technology Service Stream BidCo Pty Ltd Technology First Lien Senior Secured Term Loan 6/24 1/30 782 724 756 0.1 % (3)(7)(8)(20)(31)
782 724 756
Techone B.V. Technology First Lien Senior Secured Term Loan 11/21 11/28 3,922 3,812 3,875 0.3 % (3)(7)(8)(10)
Revolver IBOR + 5.40%, 8.7% Cash 5/28 — (25) (6) — % (3)(7)(8)(10)(31)
3,922 3,787 3,869
Tencarva Machinery Company, LLC Capital Equipment First Lien Senior Secured Term Loan 12/21 12/27 8,487 8,383 8,340 0.7 % (7)(8)(13)
Revolver SOFR + 5.00%, 10.2% Cash 12/27 — (17) (26) — % (7)(8)(13)(31)
8,487 8,366 8,314
Terrybear, Inc. Consumer Products Subordinated Term Loan 4/22 4/28 282 279 266 — % (7)
Partnership Equity (24,358.97 units) N/A N/A 239 137 — % (7)(30)
282 518 403
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan 10/21 12/27 1,825 1,806 1,825 0.2 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 4.25%, 9.2% Cash 12/27 824 816 824 0.1 % (7)(8)(13)
Revolver SOFR+ 4.25%, 9.2% Cash 12/27 — (8) — — % (7)(8)(13)(31)
Subordinated Term Loan SOFR + 7.75%, 6.0% Cash, 7.0% PIK 10/28 3,727 3,684 3,704 0.3 % (7)(8)(14)
6,376 6,298 6,353
The Hilb Group, LLC Insurance Brokerage First Lien Senior Secured Term Loan 12/19 12/26 11,405 11,297 11,390 1.0 % (7)(8)(12)
11,405 11,297 11,390
The Octave Music Group, Inc. Media: Diversified & Production First Lien Senior Secured Term Loan 6/24 3/29 3,602 3,602 3,595 0.3 % (8)(13)
Partnership Equity (676,880.98 units) N/A N/A 677 2,342 0.2 % (7)
3,602 4,279 5,937
Trader Corporation Technology First Lien Senior Secured Term Loan 12/22 12/29 4,545 4,444 4,499 0.4 % (3)(7)(8)(21)
Revolver CORRA + 5.00%, 10.5% Cash 12/28 — (6) (4) — % (3)(7)(8)(21)(31)
4,545 4,438 4,495
Transportation Insight, LLC Air Freight & Logistics First Lien Senior Secured Term Loan 8/18 6/27 11,025 11,021 8,677 0.7 % (7)(8)(13)
11,025 11,021 8,677
Trident Maritime Systems, Inc. Aerospace & Defense First Lien Senior Secured Term Loan 2/21 2/27 15,609 15,510 14,953 1.3 % (7)(8)(13)
15,609 15,510 14,953
Trintech, Inc. Technology First Lien Senior Secured Term Loan 7/23 7/29 6,912 6,735 6,786 0.6 % (7)(8)(12)
Revolver SOFR + 5.50%, 10.3% Cash 7/29 153 139 143 — % (7)(8)(12)(31)
7,065 6,874 6,929

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
True Religion Apparel, Inc. Retail Preferred Unit<br><br>(2.8 units) 2/22 N/A $ — $ — — % (7)(29)(30)
Common Stock (2.71 shares) N/A N/A — — — % (7)(29)(30)
— —
TSYL Corporate Buyer, Inc. Technology First Lien Senior Secured Term Loan 12/22 12/28 $ 2,061 2,029 2,036 0.2 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.1% Cash 12/28 622 585 590 — % (7)(8)(13)(31)
Revolver SOFR + 4.75%, 9.8% Cash 12/28 — (8) (7) — % (7)(8)(13)(31)
Partnership Units (4,673 units) N/A N/A 5 13 — % (7)(30)
2,683 2,611 2,632
Turbo Buyer, Inc. Finance Companies First Lien Senior Secured Term Loan 11/21 12/25 8,202 8,150 7,857 0.7 % (7)(8)(13)
8,202 8,150 7,857
Turnberry Solutions, Inc. Consumer Cyclical First Lien Senior Secured Term Loan 7/21 9/26 4,887 4,846 4,887 0.4 % (7)(8)(12)
4,887 4,846 4,887
UBC Ledgers Holding AB Financial Other First Lien Senior Secured Term Loan 12/23 12/30 1,581 1,485 1,539 0.1 % (3)(7)(8)(23)(31)
First Lien Senior Secured Term Loan IBOR + 5.25%, 8.4% Cash 12/30 577 556 564 — % (3)(7)(8)(10)
2,158 2,041 2,103
UKFast Leaders Limited Technology First Lien Senior Secured Term Loan 9/20 9/27 12,540 11,847 11,737 1.0 % (3)(7)(8)(16)
12,540 11,847 11,737
Union Bidco Limited Healthcare First Lien Senior Secured Term Loan 6/22 6/29 1,000 891 995 0.1 % (3)(7)(8)(15)(31)
1,000 891 995
United Therapy Holding III GmbH Healthcare First Lien Senior Secured Term Loan 4/22 3/29 1,820 1,711 1,398 0.1 % (3)(7)(8)(10)(31)
1,820 1,711 1,398
Unither (Uniholding) Pharmaceuticals First Lien Senior Secured Term Loan 3/23 3/30 2,115 1,963 2,078 0.2 % (3)(7)(8)(10)(31)
2,115 1,963 2,078
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) Legal Services First Lien Senior Secured Term Loan 11/18 5/26 1,393 1,388 1,324 0.1 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.75%, 10.5% Cash 11/24 8,813 8,810 8,655 0.7 % (7)(8)(13)
10,206 10,198 9,979
Utac Ceram Business Services First Lien Senior Secured Term Loan 9/20 9/27 1,704 1,752 1,607 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 5.25%, 8.3% Cash, 1.8% PIK 9/27 988 988 931 0.1 % (3)(7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 6.75%, 9.9% Cash, 1.8% PIK 9/27 2,592 2,557 2,445 0.2 % (3)(7)(8)(13)
5,284 5,297 4,983
Validity, Inc. IT Consulting & Other Services First Lien Senior Secured Term Loan 7/19 5/26 4,783 4,763 4,783 0.4 % (7)(8)(12)
4,783 4,763 4,783
Velocity Pooling Vehicle, LLC Automotive Common Stock (5,591 shares) 2/22 N/A 72 3 — % (7)(29)(30)
Warrants<br><br>(4,676 units) N/A N/A 60 2 — % (7)(29)(30)
132 5

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Victoria Bidco Limited Industrial Machinery First Lien Senior Secured Term Loan SONIA + 6.50%, 11.7% Cash 3/22 1/29 $ 4,182 $ 4,077 $ 3,784 0.3 % (3)(7)(8)(16)
4,182 4,077 3,784
Vision Solutions Inc. Business Equipment & Services Second Lien Senior Secured Term Loan SOFR + 7.25%, 12.8% Cash 2/22 4/29 6,500 6,497 6,053 0.5 % (8)(13)(29)
6,500 6,497 6,053
VistaJet Pass Through Trust 2021-1B Airlines Structured Secured Note - Class B 6.3% Cash 11/21 2/29 3,214 3,214 3,154 0.3 % (7)
3,214 3,214 3,154
Vital Buyer, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.50%, 10.5% Cash 6/21 6/28 7,369 7,283 7,369 0.6 % (7)(8)(13)
Partnership Units (16,442.9 units) N/A 6/21 N/A 164 296 — % (7)
7,369 7,447 7,665
VOYA CLO 2015-2, LTD. Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 0.00% 2/22 7/27 10,736 2,496 14 — % (3)(29)(30)
10,736 2,496 14
VOYA CLO 2016-2, LTD. Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 0.00% 2/22 7/28 11,088 2,529 1,261 0.1 % (3)(29)(30)
11,088 2,529 1,261
W2O Holdings, Inc. Healthcare Technology First Lien Senior Secured Term Loan SOFR + 4.75%, 9.4% Cash 10/20 6/26 5,857 5,852 5,798 0.5 % (7)(13)
First Lien Senior Secured Term Loan SOFR + 5.25%, 10.3% Cash 10/20 6/26 2,747 2,706 2,720 0.2 % (7)(8)(13)
8,604 8,558 8,518
Watermill-QMC Midco, Inc. Automotive Equity (1.62% Partnership Interest) N/A 2/22 N/A — — — % (7)(29)(30)
— —
WEST-NR ACQUISITIONCO, LLC Insurance First Lien Senior Secured Term Loan SOFR + 6.25%, 11.0% Cash 8/23 2/25 52 15 52 — % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 6.25%, 11.0% Cash 8/23 12/27 2,475 2,437 2,475 0.2 % (7)(8)(13)
2,527 2,452 2,527
Wheels Up Experience Inc Transportation Services First Lien Senior Secured Term Loan 12.0% Cash 9/22 10/29 8,260 7,996 7,847 0.7 % (7)
8,260 7,996 7,847
Whitcraft Holdings, Inc. Aerospace & Defense First Lien Senior Secured Term Loan SOFR + 5.50%, 10.1% Cash 2/23 2/29 746 746 735 0.1 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.50%, 10.1% Cash 7/24 6/29 905 852 845 0.1 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 6.50%, 11.2% Cash 6/24 2/29 8,547 8,274 8,547 0.7 % (7)(8)(13)
Revolver SOFR + 6.50%, 11.2% Cash 2/23 2/29 968 913 968 0.1 % (7)(8)(12)(31)
LP Units (63,087.10 units) N/A 2/23 N/A 631 852 0.1 % (7)(30)
11,166 11,416 11,947
White Bidco Limited Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.3% Cash 10/23 10/30 1,749 1,693 1,742 0.1 % (3)(7)(8)(13)(31)
1,749 1,693 1,742
Wok Holdings Inc. Retail First Lien Senior Secured Term Loan SOFR + 4.75%, 10.0% Cash 2/22 3/26 47 47 46 — % (8)(13)(29)
47 47 46

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Woodland Foods, LLC Food & Beverage First Lien Senior Secured Term Loan 12/21 12/27 $ 6,174 $ 6,098 $ 6,113 0.5 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.7% Cash 12/21 12/27 1,177 1,151 1,155 0.1 % (7)(8)(13)(31)
Preferred Stock (364 shares) 20.0% PIK 4/24 N/A 407 401 — % (7)
Common Stock (1,663.30 shares) N/A 12/21 N/A 1,663 1,035 0.1 % (7)(30)
7,351 9,319 8,704
World 50, Inc. Professional Services First Lien Senior Secured Term Loan 3/24 3/30 18,932 18,577 18,625 1.6 % (7)(8)(13)
Revolver SOFR + 5.75%, 10.6% Cash 3/24 3/30 146 128 130 — % (7)(8)(13)(31)
19,078 18,705 18,755
WWEC Holdings III Corp Capital Goods First Lien Senior Secured Term Loan 10/22 10/28 2,189 2,189 2,158 0.2 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.75%, 10.4% Cash 10/22 10/28 10,063 9,865 9,922 0.8 % (7)(8)(13)
Revolver SOFR + 5.75%, 10.4% Cash 10/22 10/28 — (38) (35) — % (7)(8)(13)(31)
12,252 12,016 12,045
Xeinadin Bidco Limited Financial Other First Lien Senior Secured Term Loan 5/22 5/29 9,439 8,649 9,180 0.8 % (3)(7)(8)(16)(31)
First Lien Senior Secured Term Loan IBOR + 5.25%, 8.9% Cash 5/22 5/29 312 305 304 — % (3)(7)(8)(10)
Subordinated Term Loan 11.0% PIK 5/22 5/29 4,052 3,689 3,923 0.3 % (3)(7)
Common Stock (45,665,825 shares) N/A 5/22 N/A 565 613 0.1 % (3)(7)(30)
13,803 13,208 14,020
ZB Holdco LLC Food & Beverage First Lien Senior Secured Term Loan 2/22 2/28 9,211 9,070 9,060 0.8 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.3% Cash 2/22 2/28 473 464 459 — % (7)(8)(13)(31)
LLC Units<br><br>(152.69 units) N/A 2/22 N/A 153 188 — % (7)
9,684 9,687 9,707
Zeppelin Bidco Limited Services: Business First Lien Senior Secured Term Loan 3/22 3/29 5,760 5,566 4,654 0.4 % (3)(7)(8)(16)
First Lien Senior Secured Term Loan SONIA + 6.25%, 11.2% Cash 3/22 3/29 731 684 591 — % (3)(7)(8)(16)
6,491 6,250 5,245
Subtotal Non–Control / Non–Affiliate Investments (162.1%)* 1,987,065 1,969,767 1,937,200
Affiliate Investments: (4)
Celebration Bidco, LLC Chemicals, Plastics, & Rubber First Lien Senior Secured Term Loan 12/23 12/30 6,214 6,214 6,214 0.5 % (7)(13)
Common Stock (1,243,071 shares) N/A 12/23 N/A 12,177 12,692 1.1 % (7)(30)
6,214 18,391 18,906
Coastal Marina Holdings, LLC Hotel, Gaming & Leisure Subordinated Term Loan 11/21 11/31 7,859 7,510 7,444 0.6 % (7)
Subordinated Term Loan 8.0% Cash 11/21 11/31 16,620 15,665 15,741 1.3 % (7)
LLC Units (3,148,007 units) N/A 11/21 N/A 14,645 15,678 1.3 % (7)(30)
24,479 37,820 38,863
Eclipse Business Capital, LLC Banking, Finance, Insurance & Real Estate Revolver 7/21 7/28 6,818 6,744 6,818 0.6 % (7)(12)(31)
Second Lien Senior Secured Term Loan 7.5% Cash 7/21 7/28 4,545 4,518 4,545 0.4 % (7)
LLC Units (89,447,396 units) N/A 7/21 N/A 92,963 136,854 11.5 % (7)
11,363 104,225 148,217

All values are in Euros.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry(34) Investment Type (1) (2) (35) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Jocassee Partners LLC Investment Funds & Vehicles 9.1% Member Interest N/A 6/19 N/A $ 35,158 $ 40,871 3.4 % (3)(31)
35,158 40,871
Rocade Holdings LLC Other Financial Preferred LP Units (67,500 units) SOFR + 6.0% PIK, 11.0% PIK 2/23 N/A 79,493 79,504 6.7 % (7)(13)(31)
Common LP Units (23.8 units) N/A 2/23 N/A — 1,076 0.1 % (7)(30)
79,493 80,580
Sierra Senior Loan Strategy JV I LLC Joint Venture 89.01% Member Interest N/A 2/22 N/A 48,441 41,297 3.5 % (3)(7)(29)
48,441 41,297
Thompson Rivers LLC Investment Funds & Vehicles 16% Member Interest N/A 6/20 N/A 24,175 8,587 0.7 % (7)(30)
24,175 8,587
Waccamaw River LLC Investment Funds & Vehicles 20% Member Interest N/A 2/21 N/A 24,670 12,918 1.1 % (3)(7)
24,670 12,918
Subtotal Affiliate Investments (32.7%)* $ 42,056 372,373 390,239
Control Investments:(5)
Black Angus Steakhouses, LLC Hotel, Gaming & Leisure First Lien Senior Secured Term Loan 10.0% PIK 2/22 1/25 36,334 9,628 1,381 0.1 % (7)(29)(32)
First Lien Senior Secured Term Loan 14.4% PIK 2/22 1/25 8,092 7,902 8,092 0.7 % (7)(29)
LLC Units<br><br>(44.6 units) N/A 2/22 N/A — — — % (7)(29)(30)
44,426 17,530 9,473
MVC Automotive Group GmbH Automotive Bridge Loan 4.5% Cash, 1.5% PIK 12/20 12/24 9,762 9,762 9,762 0.8 % (3)(7)(28)
Common Equity Interest<br><br>(18,000 shares) N/A 12/20 N/A 9,553 7,034 0.6 % (3)(7)(28)(30)
9,762 19,315 16,796
MVC Private Equity Fund LP Investment Funds & Vehicles General Partnership Interest<br><br>(1,831.4 units) N/A 3/21 N/A 201 14 — % (3)(7)(28)(30)
Limited Partnership Interest<br><br>(71,790.4 units) N/A 3/21 N/A 7,959 556 — % (3)(7)(28)(30)
8,160 570
Security Holdings B.V. Electrical Engineering Bridge Loan 5.0% PIK 12/20 6/26 6,488 6,488 6,486 0.5 % (3)(7)(28)
Revolver 6.0% Cash 9/23 6/25 3,906 3,818 3,906 0.3 % (3)(7)(28)(31)
Senior Unsecured Term Loan 6.0% Cash, 9.0% PIK 4/21 4/25 2,471 2,526 2,471 0.2 % (3)(7)(28)(31)
Subordinated Senior Subordinated Term Loan 3.1% PIK 12/20 6/26 11,191 11,191 11,191 0.9 % (3)(7)(28)
Common Stock Series A<br><br>(17,100 shares) N/A 2/22 N/A 560 406 — % (3)(7)(28)(30)
Common Stock Series B<br><br>(1,236 shares) N/A 12/20 N/A 35,192 37,976 3.2 % (3)(7)(28)(30)
24,056 59,775 62,436
Subtotal Control Investments (7.5%)* 78,244 104,780 89,275
Total Investments, September 30, 2024 (202.3%)* $ 2,107,365 $ 2,446,920 $ 2,416,714

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Derivative Instruments

Interest Rate Swaps:
Description Company Receives Company Pays Maturity Date Notional Amount Value Hedged Instrument Unrealized Appreciation (Depreciation)
Interest rate swap (See Note 5) 7.00% SOFR + 3.1475% 2/15/2029 $ 300,000 $5,575 February 2029 Notes $ 5,575
Total Interest Rate Swaps, September 30, 2024 $ 5,575 Credit Support Agreements:
--- --- --- --- --- --- --- --- ---
Description(d) Counterparty Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c) Barings LLC 01/01/31 $ 23,000 $ 19,000 $ 5,400
Sierra Credit Support Agreement(e)(f)(g) Barings LLC 04/01/32 100,000 32,200 (12,200)
Total Credit Support Agreements, September 30, 2024 $ 123,000 $ 51,200 $ (6,800)

(a)        The MVC Credit Support Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) covers all of the investments acquired by Barings BDC, Inc. (the “Company”) from MVC Capital, Inc. (“MVC”) in connection with the MVC Acquisition (as defined in “Note 2. Agreements and Related Party Transactions”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from MVC in connection with the MVC Acquisition (collectively, the “MVC Reference Portfolio”). Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (28).

(b)        The Company and Barings LLC (“Barings” or the “Adviser”) entered into the MVC Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.

(c)        Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.

(d)        See “Note 2. Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.

(e)        The Sierra Credit Support Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) covers all of the investments acquired by the Company from Sierra Income Corporation (“Sierra”) in connection with the Sierra Merger (as defined in “Note 2. Agreements and Related Party Transactions”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from Sierra in connection with the Sierra Merger (collectively, the “Sierra Reference Portfolio”). Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (29).

(f)        The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.

(g)        Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Counterparty Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) A$3,500 $2,369 BNP Paribas SA 10/08/24 $ 59
Foreign currency forward contract (AUD) A$68,596 $46,917 HSBC Bank USA 10/08/24 676
Foreign currency forward contract (AUD) $48,403 A$72,096 BNP Paribas SA 10/08/24 (1,618)
Foreign currency forward contract (AUD) $965 A$1,411 BNP Paribas SA 01/08/25 (14)
Foreign currency forward contract (AUD) $46,948 A$68,596 HSBC Bank USA 01/08/25 (678)
Foreign currency forward contract (CAD) C$625 $459 Bank of America, N.A. 10/07/24 4
Foreign currency forward contract (CAD) C$8,709 $6,446 BNP Paribas SA 10/07/24 2
Foreign currency forward contract (CAD) $6,839 C$9,334 HSBC Bank USA 10/07/24 (72)
Foreign currency forward contract (CAD) $6,461 C$8,709 BNP Paribas SA 01/08/25 (2)
Foreign currency forward contract (DKK) 2,518kr. $376 HSBC Bank USA 10/07/24 1
Foreign currency forward contract (DKK) $369 2,518kr. HSBC Bank USA 10/07/24 (8)
Foreign currency forward contract (DKK) $385 2,570kr. HSBC Bank USA 01/08/25 (1)
Foreign currency forward contract (EUR) €94,494 $105,135 BNP Paribas SA 10/07/24 346
Foreign currency forward contract (EUR) €3,193 $3,471 Citibank, N.A. 10/07/24 92
Foreign currency forward contract (EUR) $2,431 €2,190 Bank of America, N.A. 10/07/24 (13)
Foreign currency forward contract (EUR) $103,034 €94,497 Citibank, N.A. 10/07/24 (2,449)
Foreign currency forward contract (EUR) $1,119 €1,000 HSBC Bank USA 10/07/24 2
Foreign currency forward contract (EUR) $105,509 €94,494 BNP Paribas SA 01/08/25 (368)
Foreign currency forward contract (EUR) $671 €600 HSBC Bank USA 01/08/25 (1)
Foreign currency forward contract (NZD) NZ$15,226 $9,537 HSBC Bank USA 10/07/24 150
Foreign currency forward contract (NZD) $9,464 NZ$15,226 Citibank, N.A. 10/07/24 (223)
Foreign currency forward contract (NZD) $198 NZ$312 Bank of America, N.A. 01/08/25 (1)
Foreign currency forward contract (NZD) $9,538 NZ$15,226 HSBC Bank USA 01/08/25 (151)
Foreign currency forward contract (NOK) 44,849kr $4,272 HSBC Bank USA 10/07/24 (14)
Foreign currency forward contract (NOK) $4,281 44,849kr HSBC Bank USA 10/07/24 23
Foreign currency forward contract (NOK) $4,273 44,849kr HSBC Bank USA 01/08/25 14
Foreign currency forward contract (GBP) £1,310 $1,712 Bank of America, N.A. 10/07/24 45
Foreign currency forward contract (GBP) £62,759 $83,647 HSBC Bank USA 10/07/24 535
Foreign currency forward contract (GBP) $6,455 £4,984 BNP Paribas SA 10/07/24 (231)
Foreign currency forward contract (GBP) $75,927 £59,086 HSBC Bank USA 10/07/24 (3,328)
Foreign currency forward contract (GBP) $83,616 £62,759 HSBC Bank USA 01/08/25 (536)
Foreign currency forward contract (SEK) 16,153kr $1,585 HSBC Bank USA 10/07/24 9
Foreign currency forward contract (SEK) $1,578 16,153kr HSBC Bank USA 10/07/24 (16)
Foreign currency forward contract (SEK) $34 339kr Bank of America, N.A. 01/08/25 —
Foreign currency forward contract (SEK) $1,593 16,153kr HSBC Bank USA 01/08/25 (9)
Foreign currency forward contract (CHF) 5,622Fr. $6,638 Bank of America, N.A. 10/07/24 30
Foreign currency forward contract (CHF) $6,392 5,622Fr. Citibank, N.A. 10/07/24 (276)
Foreign currency forward contract (CHF) $6,706 5,622Fr. Bank of America, N.A. 01/08/25 (30)
Total Foreign Currency Forward Contracts, September 30, 2024 $ (8,051)

*    Fair value as a percentage of net assets.

(1)All debt investments are income producing, unless otherwise noted. The Company’s external investment adviser, Barings, determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s board of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the Bank Bill Swap Bid Rate (“BBSY”), the Stockholm Interbank Offered Rate (“STIBOR”), the Canadian Overnight Repo Rate Average (“CORRA”), the Sterling Overnight Index Average (“SONIA”), the Swiss Average Rate Overnight (“SARON”), the Norwegian Interbank Offered Rate (“NIBOR”), the Bank Bill Market rate (“BKBM”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

(2)All of the Company’s portfolio company investments (including joint venture investments), which as of September 30, 2024 represented 202.3% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.

(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 28.8% of total investments at fair value as of September 30, 2024. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).

(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the nine months ended September 30, 2024 were as follows:

December 31, 2023 <br>Value Gross Additions<br>(a) Gross Reductions (b) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) September 30, <br>2024<br> Value Amount of Interest or Dividends Credited to Income(c)
Portfolio Company Type of Investment
Celebration Bidco, LLC(d) First Lien Senior Secured Term Loan (SOFR + 8.00%,<br><br>13.3% Cash) $ 6,214 $ — $ — $ — $ — $ 6,214 $ 637
Common Stock<br><br>(1,243,071 shares) 12,177 — — — 515 12,692 —
18,391 — — — 515 18,906 637
Coastal Marina Holdings, LLC<br><br>(d) Subordinated Term Loan<br><br>(8.0% Cash) 15,649 70 — — 22 15,741 1,068
Subordinated Term Loan (10.0% PIK) 6,868 591 — — (15) 7,444 587
LLC Units (2,407,825 units) 12,160 3,701 — — (183) 15,678 —
34,677 4,362 — — (176) 38,863 1,655
Eclipse Business Capital, LLC(d) Revolver (SOFR + 7.25%, 12.6%, Cash) 5,545 20,742 (19,455) — (14) 6,818 590
Second Lien Senior Secured Term Loan (7.5% Cash) 4,545 5 — — (5) 4,545 260
LLC units (89,447,396 units) 145,799 — — — (8,945) 136,854 10,906
155,889 20,747 (19,455) — (8,964) 148,217 11,756
Hylan Datacom & Electrical LLC(d) First Lien Senior Secured Term Loan (SOFR + 8.00%, 13.4% Cash) 3,917 172 (3,917) — (172) — 311
Second Lien Senior Secured Term Loan (SOFR + 3.00%, 8.3% Cash, 7.0% PIK) 4,519 161 (4,680) — — — 181
Common Stock<br><br>(102,144 shares) 2,013 — (1,040) (4,179) 3,206 — —
10,449 333 (9,637) (4,179) 3,034 — 492
Jocassee Partners LLC 9.1% Member Interest 41,053 — — — (182) 40,871 4,282
41,053 — — — (182) 40,871 4,282
Rocade Holdings LLC(d) Preferred LP Units (67,500 units) (SOFR + 6.0% PIK, 11.0% PIK) 73,113 6,380 — — 11 79,504 6,380
Common LP Units (23.8 units) 844 — — — 232 1,076 —
73,957 6,380 — — 243 80,580 6,380
Sierra Senior Loan Strategy JV I LLC 89.01% Member Interest 39,172 — — — 2,125 41,297 1,558
39,172 — — — 2,125 41,297 1,558
Thompson Rivers LLC 16% Member Interest 13,365 — (4,713) — (65) 8,587 —
13,365 — (4,713) — (65) 8,587 —
Waccamaw River LLC 20% Member Interest 15,470 — (331) — (2,221) 12,918 3,091
15,470 — (331) — (2,221) 12,918 3,091
Total Affiliate Investments $ 402,423 $ 31,822 $ (34,136) $ (4,179) $ (5,691) $ 390,239 $ 29,851

(a)    Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)    Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.

(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.

(d)    The fair value of the investment was determined using significant unobservable inputs.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

(5)    As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the nine months ended September 30, 2024 in which the portfolio company is deemed to be a “Control Investment” of the Company were as follows:

December 31, 2023<br>Value Gross Additions<br>(a) Gross Reductions (b) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) September 30,<br>2024<br>Value Amount of Interest or Dividends Credited to Income(c)
Portfolio Company Type of Investment
Black Angus Steakhouses, LLC(d) First Lien Senior Secured Term Loan (14.4% PIK) $ 7,166 $ 926 $ — $ — $ — $ 8,092 $ 837
First Lien Senior Secured Term Loan (10.0% PIK)(e) 4,869 — — — (3,488) 1,381 —
LLC Units (44.6 units) — — — — — — —
12,035 926 — — (3,488) 9,473 837
MVC Automotive Group GmbH(d) Bridge Loan (4.5% Cash, 1.5% PIK) 9,762 — — — — 9,762 444
Common Equity Interest (18,000 Shares) 15,430 — — — (8,396) 7,034 —
25,192 — — — (8,396) 16,796 444
MVC Private Equity Fund LP General Partnership Interest<br><br>(1,831.4 units) 24 — — — (10) 14 44
Limited Partnership Interest<br><br>(71,790.4 units) 981 — — — (425) 556 —
1,005 — — — (435) 570 44
Security Holdings B.V(d) Bridge Loan (5.0% PIK) 6,328 158 — — — 6,486 243
Revolver (6.0% Cash) 3,866 — — — 40 3,906 288
Senior Subordinated Term Loan (3.1% PIK) 10,867 324 — — — 11,191 185
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK) 2,236 209 — — 26 2,471 167
Common Stock Series A (17,100 shares) 311 — — — 95 406 —
Common Stock Series B (1,236 shares) 29,080 — — — 8,896 37,976 —
52,688 691 — — 9,057 62,436 883
Total Control Investments $ 90,920 $ 1,617 $ — $ — $ (3,262) $ 89,275 $ 2,208

(a)    Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)    Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.

(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.

(d)    The fair value of the investment was determined using significant unobservable inputs.

(e)    Non-accrual investment.

(6)All of the investment is or will be encumbered as security for the Company’s $1,065.0 million senior secured credit facility with ING Capital LLC (“ING”) initially entered into in February 2019 (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”).

(7)The fair value of the investment was determined using significant unobservable inputs.

(8)Debt investment includes interest rate floor feature.

(9)The interest rate on these loans is subject to 1 Month EURIBOR, which as of September 30, 2024 was 3.35300%.

(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of September 30, 2024 was 3.27900%.

(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of September 30, 2024 was 3.10500%.

(12)The interest rate on these loans is subject to 1 Month SOFR, which as of September 30, 2024 was 4.84570%.

(13)The interest rate on these loans is subject to 3 Month SOFR, which as of September 30, 2024 was 4.59211%.

(14)The interest rate on these loans is subject to 6 Month SOFR, which as of September 30, 2024 was 4.25387%.

(15)The interest rate on these loans is subject to 1 Month SONIA, which as of September 30, 2024 was 4.96030%.

(16)The interest rate on these loans is subject to 3 Month SONIA, which as of September 30, 2024 was 4.81560%.

(17)The interest rate on these loans is subject to 6 Month SONIA, which as of September 30, 2024 was 4.64880%.

(18)The interest rate on these loans is subject to 1 Month BBSY, which as of September 30, 2024 was 4.30210%.

(19)The interest rate on these loans is subject to 3 Month BBSY, which as of September 30, 2024 was 4.43410%.

(20)The interest rate on these loans is subject to 6 Month BBSY, which as of September 30, 2024 was 4.62210%.

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

(21)The interest rate on these loans is subject to 1 Month CORRA, which as of September 30, 2024 was 4.16088%.

(22)The interest rate on these loans is subject to 3 Month CORRA, which as of September 30, 2024 was 3.91955%.

(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of September 30, 2024 was 3.08400%.

(24)The interest rate on these loans is subject to 3 Month BKBM, which as of September 30, 2024 was 5.05000%.

(25)The interest rate on these loans is subject to 3 Month SARON, which as of September 30, 2024 was 1.19930%.

(26)The interest rate on these loans is subject to 6 Month SARON, which as of September 30, 2024 was 1.31390%.

(27)The interest rate on these loans is subject to 1 Month NIBOR, which as of September 30, 2024 was 4.64000%.

(28)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.

(29)Investment was purchased as part of the Sierra Merger and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.

(30)Investment is non-income producing.

(31)Position or portion thereof is an unfunded loan or equity commitment.

(32)Non-accrual investment.

(33)PIK non-accrual investment.

(34)A summary of the Company’s investment portfolio by industry at fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands) September 30, 2024 Percent<br>of<br>Portfolio Percent of<br>Total Net<br>Assets
Aerospace and Defense $ 110,084 4.6 % 9.2 %
Automotive 52,532 2.2 4.4
Banking, Finance, Insurance and Real Estate 404,997 16.8 34.0
Beverage, Food and Tobacco 36,388 1.5 3.0
Capital Equipment 112,786 4.7 9.4
Chemicals, Plastics, and Rubber 38,852 1.6 3.3
Construction and Building 27,933 1.2 2.3
Consumer goods: Durable 38,378 1.6 3.2
Consumer goods: Non-durable 44,231 1.8 3.7
Containers, Packaging and Glass 37,033 1.5 3.1
Electrical Components & Equipment 10,451 0.4 0.9
Energy: Electricity 12,046 0.5 1.0
Energy: Oil and Gas 2,857 0.1 0.2
Environmental Services 51,828 2.1 4.3
Healthcare & Pharmaceuticals 201,303 8.3 16.9
High Tech Industries 251,487 10.4 21.1
Hotel, Gaming and Leisure 56,771 2.3 4.8
Investment Funds and Vehicles 104,243 4.3 8.7
Media: Advertising, Printing and Publishing 42,754 1.8 3.6
Media: Broadcasting and Subscription 12,437 0.5 1.0
Media: Diversified and Production 64,084 2.7 5.3
Metals and Mining 8,720 0.4 0.7
Services: Business 404,614 16.7 33.9
Services: Consumer 64,362 2.7 5.4
Structured Products 99,341 4.1 8.3
Telecommunications 29,618 1.2 2.5
Transportation: Cargo 82,114 3.4 6.9
Utilities: Electric 14,470 0.6 1.2
Total $ 2,416,714 100.0 % 202.3 %

Barings BDC, Inc.

Unaudited Consolidated Schedule of Investments — (Continued)

September 30, 2024

(Amounts in thousands, except share amounts)

(35)A summary of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands) Cost Percent of<br>Total<br>Portfolio Fair Value Percent of<br>Total <br>Portfolio Percent of<br>Total <br>Net Assets
September 30, 2024:
Senior debt and 1st lien notes $ 1,659,800 68 % $ 1,632,057 68 % 137 %
Subordinated debt and 2nd lien notes 214,860 9 199,971 8 17
Structured products 99,154 4 91,493 4 7
Equity shares 328,635 13 382,531 16 32
Equity warrants 76 — 2,600 — —
Royalty rights 3,790 — 3,819 — —
Investments in joint ventures / PE fund 140,605 6 104,243 4 9
$ 2,446,920 100 % $ 2,416,714 100 % 202 %

See accompanying notes.

Barings BDC, Inc.

Consolidated Schedule of Investments

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc. IT Consulting & Other Services First Lien Senior Secured Term Loan 7/19 7/25 $ 7,124 $ 7,073 $ 7,124 0.6 % (7)(8)(14)
7,124 7,073 7,124
A.T. Holdings II LTD Other Financial First Lien Senior Secured Term Loan 11/22 9/29 12,500 12,500 11,688 1.0 % (3)(7)
12,500 12,500 11,688
Accelerant Holdings Banking, Finance, Insurance & Real Estate Class A Convertible Preferred Equity (5,000 shares) 1/22 N/A 5,000 5,858 0.5 % (7)(30)
Class B Convertible Preferred Equity (1,651 shares) N/A N/A 1,667 1,950 0.2 % (7)(30)
6,667 7,808
Acclime Holdings HK Limited Business Services First Lien Senior Secured Term Loan 8/21 8/27 2,500 2,457 2,461 0.2 % (3)(7)(8)(14)
2,500 2,457 2,461
Accurus Aerospace Corporation Aerospace & Defense First Lien Senior Secured Term Loan 4/22 4/28 12,132 11,994 11,768 1.0 % (7)(8)(13)
Revolver SOFR + 5.25%, 10.8% Cash 4/28 1,671 1,646 1,602 0.1 % (7)(8)(13)(31)
Common Stock (437,623.30 shares) N/A N/A 438 512 — % (7)(30)
13,803 14,078 13,882
Acogroup Business Services First Lien Senior Secured Term Loan 3/22 10/26 8,129 7,962 7,226 0.6 % (3)(7)(8)(10)
8,129 7,962 7,226
ADB Safegate Aerospace & Defense Second Lien Senior Secured Term Loan 8/21 10/27 6,343 6,129 5,392 0.5 % (3)(7)(8)(13)
6,343 6,129 5,392
Adhefin International Industrial Other First Lien Senior Secured Term Loan 5/23 5/30 1,831 1,760 1,778 0.1 % (3)(7)(8)(10)(31)
Subordinated Term Loan IBOR + 10.5% PIK, 14.4% PIK 11/30 307 296 300 — % (3)(7)(8)(10)
2,138 2,056 2,078
Advantage Software Company (The), LLC Advertising, Printing & Publishing Class A1 Partnership Units (8,717.76 units) 12/21 N/A 280 697 0.1 % (7)(30)
Class A2 Partnership Units (2,248.46 units) N/A N/A 72 180 — % (7)(30)
Class B1 Partnership Units (8,717.76 units) N/A N/A 9 — — % (7)(30)
Class B2 Partnership Units (2,248.46 units) N/A N/A 2 — — % (7)(30)
363 877
Air Canada 2020-2 Class B Pass Through Trust Structured Products Structured Secured Note - Class B 9/20 10/25 3,511 3,511 3,587 0.3 %
3,511 3,511 3,587
Air Comm Corporation, LLC Aerospace & Defense First Lien Senior Secured Term Loan 6/21 7/27 7,757 7,661 7,633 0.6 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 6.25%, 11.7% Cash 7/27 1,296 1,262 1,296 0.1 % (7)(8)(13)
9,053 8,923 8,929
AirX Climate Solutions, Inc. Diversified Manufacturing First Lien Senior Secured Term Loan 11/23 11/29 3,339 3,229 3,226 0.3 % (7)(8)(13)(31)
Revolver SOFR + 6.25%, 11.7% Cash 11/29 — (12) (12) — % (7)(8)(13)(31)
3,339 3,217 3,214

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
AIT Worldwide Logistics Holdings, Inc. Transportation Services Second Lien Senior Secured Term Loan 4/21 4/29 $ 6,460 $ 6,355 $ 6,402 0.5 % (7)(8)(12)
Partnership Units (348.68 units) N/A N/A 349 537 — % (7)(30)
6,460 6,704 6,939
AlliA Insurance Brokers NV Insurance First Lien Senior Secured Term Loan 3/23 3/30 3,548 3,320 3,443 0.3 % (3)(7)(8)(10)(31)
3,548 3,320 3,443
Alpine SG, LLC High Tech Industries First Lien Senior Secured Term Loan 2/22 11/27 23,139 22,679 22,792 1.9 % (7)(8)(13)(29)
23,139 22,679 22,792
Amalfi Midco Healthcare Subordinated Loan Notes 9/22 9/28 5,539 4,902 4,824 0.4 % (3)(7)
Class B<br><br>Common Stock<br><br>(93,165,208 shares) N/A N/A 1,040 1,188 0.1 % (3)(7)(30)
Warrants<br><br>(380,385 units) N/A N/A 4 529 — % (3)(7)(30)
5,539 5,946 6,541
Americo Chemical Products, LLC Chemicals First Lien Senior Secured Term Loan 4/23 4/29 1,935 1,891 1,920 0.2 % (7)(8)(12)
Revolver SOFR + 5.50%, 10.9% Cash 4/29 — (10) (4) — % (7)(8)(12)(31)
Common Stock (88,110 shares) N/A N/A 88 89 — % (7)(30)
1,935 1,969 2,005
AMMC CLO 22, Limited Series 2018-22A Multi-Sector Holdings Subordinated Structured Notes 2/22 4/31 7,222 3,968 2,468 0.2 % (3)(29)(30)
7,222 3,968 2,468
AMMC CLO 23, Ltd. Series 2020-23A Multi-Sector Holdings Subordinated Structured Notes 2/22 10/31 2,000 1,676 1,476 0.1 % (3)(29)
2,000 1,676 1,476
Amtech LLC Technology First Lien Senior Secured Term Loan 11/21 11/27 3,005 2,964 2,988 0.2 % (7)(8)(13)
Revolver SOFR + 5.50%, 11.4% Cash 11/27 245 237 242 — % (7)(8)(13)(31)
3,250 3,201 3,230
AnalytiChem Holding GmbH Chemicals First Lien Senior Secured Term Loan 11/21 10/28 3,227 3,181 3,173 0.3 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 6.25%, 10.2% Cash 10/28 974 944 958 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 7.00%, 11.0% Cash 10/28 1,695 1,585 1,678 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 6.25%, 11.9% Cash 10/28 1,019 1,019 1,002 0.1 % (3)(7)(8)(13)
6,915 6,729 6,811
Anju Software, Inc. Application Software Super Senior Secured Term Loan 10/23 6/25 878 823 817 0.1 % (7)(8)(31)
First Lien Senior Secured Term Loan 8.0% PIK 6/25 13,320 13,255 9,404 0.8 % (7)(8)(27)
14,198 14,078 10,221
APC1 Holding Diversified Manufacturing First Lien Senior Secured Term Loan 7/22 7/29 2,541 2,314 2,505 0.2 % (3)(7)(8)(10)
2,541 2,314 2,505

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Apex Bidco Limited Business Equipment & Services First Lien Senior Secured Term Loan 1/20 1/27 $ 1,858 $ 1,883 $ 1,858 0.2 % (3)(7)(8)(16)
First Lien Senior Secured Term Loan SONIA +6.5%, 11.7% Cash 1/27 1,400 1,300 1,358 0.1 % (3)(7)(8)(16)
Subordinated Senior Unsecured Term Loan 8.0% PIK 7/27 300 303 285 — % (3)(7)
3,558 3,486 3,501
Apidos CLO XXIV, Series 2016-24A Multi-Sector Holdings Subordinated Structured Notes 2/22 10/30 18,358 5,341 5,885 0.5 % (3)(29)
18,358 5,341 5,885
APOG Bidco Pty Ltd Healthcare Second Lien Senior Secured Term Loan 4/22 3/30 2,117 2,284 2,086 0.2 % (3)(7)(8)(18)
2,117 2,284 2,086
Aptus 1829. GmbH Chemicals, Plastics, and Rubber First Lien Senior Secured Term Loan 9/21 9/27 2,376 2,476 1,982 0.2 % (3)(7)(8)(11)
Preferred Stock<br><br>(13 shares) N/A N/A 120 4 — % (3)(7)(30)
Common Stock<br><br>(48 shares) N/A N/A 12 — — % (3)(7)(30)
2,376 2,608 1,986
Apus Bidco Limited Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan 2/21 3/28 3,672 3,899 3,621 0.3 % (3)(7)(8)(16)
3,672 3,899 3,621
AQA Acquisition Holding, Inc. High Tech Industries Second Lien Senior Secured Term Loan 3/21 3/29 20,000 19,622 19,938 1.7 % (7)(8)(13)
20,000 19,622 19,938
Aquavista Watersides 2 LTD Transportation Services First Lien Senior Secured Term Loan 12/21 12/28 6,427 6,490 5,839 0.5 % (3)(7)(8)(17)(31)
Second Lien Senior Secured Term Loan SONIA + 10.5% PIK, 15.7% PIK 12/28 1,844 1,869 1,706 0.1 % (3)(7)(8)(17)
8,271 8,359 7,545
Arc Education Consumer Cyclical First Lien Senior Secured Term Loan 7/22 7/29 3,856 3,471 3,791 0.3 % (3)(7)(8)(10)(31)
3,856 3,471 3,791
Arch Global Precision LLC Industrial Machinery First Lien Senior Secured Term Loan 4/19 4/26 9,084 9,082 8,993 0.8 % (7)(8)(13)
9,084 9,082 8,993
Archimede Consumer Services First Lien Senior Secured Term Loan 10/20 10/27 6,517 6,475 6,304 0.5 % (3)(7)(8)(10)
6,517 6,475 6,304
Argus Bidco Limited High Tech Industries First Lien Senior Secured Term Loan 7/22 7/29 132 129 125 — % (3)(7)(8)(13)
First Lien Senior Secured Term Loan IBOR + 4.00%, 7.6% Cash, 3.3% PIK 7/29 323 289 307 — % (3)(7)(8)(10)
First Lien Senior Secured Term Loan IBOR + 6.75%, 10.7% Cash 7/29 1,485 1,375 1,408 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SONIA + 4.00%, 8.9% Cash, 3.3% PIK 7/29 1,721 1,565 1,632 0.1 % (3)(7)(8)(16)
First Lien Senior Secured Term Loan SONIA + 6.50%, 11.4% Cash 7/29 — (11) (28) — % (3)(7)(8)(16)(31)
Second Lien Senior Secured Term Loan 10.5% PIK 7/29 783 725 734 0.1 % (3)(7)
Preferred Stock (41,560 shares) 10.0% PIK N/A 57 42 — % (3)(7)
Equity Loan Notes (41,560 units) 10.0% PIK N/A 57 42 — % (3)(7)
Common Stock (464 shares) N/A N/A 1 — — % (3)(7)(30)
4,444 4,187 4,262

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Armstrong Transport Group (Pele Buyer, LLC) Air Freight & Logistics First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 6/19 6/24 $ 3,935 $ 3,924 $ 3,790 0.3 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 6/24 4,890 4,858 4,709 0.4 % (7)(8)(13)
8,825 8,782 8,499
ASC Communications, LLC Media & Entertainment First Lien Senior Secured Term Loan SOFR + 4.75%, 10.1% Cash 7/22 7/27 9,111 9,001 9,035 0.8 % (7)(8)(12)
Revolver SOFR + 4.75%, 10.1% Cash 7/27 — (12) (9) — % (7)(8)(12)(31)
Class A Units (25,718.20 units) N/A N/A 539 703 0.1 % (7)
9,111 9,528 9,729
Astra Bidco Limited Healthcare First Lien Senior Secured Term Loan SONIA + 5.25%, 10.4% Cash 11/21 11/28 2,405 2,431 2,380 0.2 % (3)(7)(8)(16)(31)
2,405 2,431 2,380
ATL II MRO Holdings Inc. Transportation First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 11/22 11/28 8,250 8,071 8,250 0.7 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.9% Cash 11/28 — (35) — — % (7)(8)(13)(31)
8,250 8,036 8,250
Auxi International Commercial Finance First Lien Senior Secured Term Loan IBOR + 7.25%, 11.3% Cash 12/19 12/26 1,547 1,532 1,427 0.1 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan SONIA + 7.25%, 12.4% Cash 12/26 854 905 788 0.1 % (3)(7)(8)(17)
2,401 2,437 2,215
Avance Clinical Bidco Pty Ltd Healthcare First Lien Senior Secured Term Loan BBSY + 5.00%, 9.4% Cash 11/21 11/27 2,409 2,434 2,190 0.2 % (3)(7)(8)(20)(31)
2,409 2,434 2,190
Aviation Technical Services, Inc. Aerospace & Defense Second Lien Senior Secured Term Loan SOFR + 8.50%, 14.0% Cash 2/22 3/25 29,457 28,114 29,162 2.4 % (7)(8)(12)(29)
29,457 28,114 29,162
AVSC Holding Corp. Advertising First Lien Senior Secured Term Loan 5.0% Cash, 10.0% PIK 11/20 10/26 6,238 6,172 6,332 0.5 %
6,238 6,172 6,332
Azalea Buyer, Inc. Technology First Lien Senior Secured Term Loan SOFR + 5.25%, 10.7% Cash 11/21 11/27 4,842 4,767 4,809 0.4 % (7)(8)(13)(31)
Revolver SOFR + 5.25%, 10.7% Cash 11/27 — (6) (3) — % (7)(8)(13)(31)
Subordinated Term Loan 12.0% PIK 5/28 1,564 1,545 1,529 0.1 % (7)
Common Stock (192,307.7 shares) N/A N/A 192 288 — % (7)(30)
6,406 6,498 6,623
Bariacum S.A. Consumer Products First Lien Senior Secured Term Loan IBOR + 4.75%, 8.6% Cash 11/21 11/28 3,314 3,248 3,314 0.3 % (3)(7)(8)(11)
3,314 3,248 3,314
Benify (Bennevis AB) High Tech Industries First Lien Senior Secured Term Loan STIBOR + 5.25%, 9.3% Cash 7/19 7/26 1,096 1,163 1,096 0.1 % (3)(7)(8)(23)
1,096 1,163 1,096
Beyond Risk Management, Inc. Other Financial First Lien Senior Secured Term Loan SOFR + 4.50%, 10.0% Cash 10/21 10/27 2,944 2,923 2,944 0.2 % (7)(8)(13)(31)
2,944 2,923 2,944
Bidwax Non-durable Consumer Goods First Lien Senior Secured Term Loan IBOR + 6.50%, 10.5% Cash 2/21 2/28 7,733 8,117 7,672 0.6 % (3)(7)(8)(11)
7,733 8,117 7,672

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
BigHand UK Bidco Limited High Tech Industries First Lien Senior Secured Term Loan SOFR +5.50%, 10.8% Cash 1/21 1/28 $ 2,156 $ 2,109 $ 2,020 0.2 % (3)(7)(8)(14)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 1/28 377 377 353 — % (3)(7)(8)(13)
First Lien Senior Secured Term Loan SONIA + 5.75%, 11.1% Cash 1/28 855 896 801 0.1 % (3)(7)(8)(16)
3,388 3,382 3,174
Biolam Group Consumer<br>Non-cyclical First Lien Senior Secured Term Loan IBOR + 4.25%, 5.5% Cash, 2.8% PIK 12/22 12/29 2,470 2,416 2,266 0.2 % (3)(7)(8)(10)(31)
2,470 2,416 2,266
Bounteous, Inc. Technology First Lien Senior Secured Term Loan SOFR + 5.25%, 10.7% Cash 8/21 8/27 1,878 1,818 1,605 0.1 % (7)(8)(13)(31)
1,878 1,818 1,605
BPG Holdings IV Corp Diversified Manufacturing First Lien Senior Secured Term Loan SOFR + 6.00%, 11.4% Cash 3/23 7/29 14,256 13,474 13,401 1.1 % (7)(8)(13)
14,256 13,474 13,401
Bridger Aerospace Group Holdings, LLC Environmental Industries Municipal Revenue Bond 11.5% Cash 7/22 9/27 27,200 27,200 28,802 2.4 %
Preferred Stock- Series A<br><br>(14,618 shares) 7.0% PIK N/A 15,552 15,003 1.3 % (7)
27,200 42,752 43,805
Brightline Trains Florida LLC Transportation Senior Secured Note 8.0% Cash 8/21 1/28 5,000 5,000 4,750 0.4 % (7)
5,000 5,000 4,750
Brightpay Limited Technology First Lien Senior Secured Term Loan IBOR + 5.00%, 9.0% Cash 10/21 10/28 2,283 2,303 2,250 0.2 % (3)(7)(8)(10)(31)
2,283 2,303 2,250
BrightSign LLC Media & Entertainment First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 10/21 10/27 4,705 4,673 4,540 0.4 % (7)(8)(13)
Revolver SOFR + 5.75%, 11.2% Cash 10/27 886 878 839 0.1 % (7)(8)(13)(31)
LLC units (1,107,492.71 units) N/A N/A 1,107 930 0.1 % (7)(30)
5,591 6,658 6,309
British Airways 2020-1 Class B Pass Through Trust Structured Products First Lien Senior Secured Bond 8.4% Cash 11/20 11/28 596 596 610 0.1 %
596 596 610
British Engineering Services Holdco Limited Commercial Services & Supplies First Lien Senior Secured Term Loan SONIA + 7.00%, 11.9% Cash 12/20 12/27 14,617 15,188 14,403 1.2 % (3)(7)(8)(17)
14,617 15,188 14,403
Brook & Whittle Holding Corp. Containers, Packaging & Glass First Lien Senior Secured Term Loan SOFR + 4.00%, 9.5% Cash 2/22 12/28 2,798 2,779 2,596 0.2 % (7)(8)(13)(29)
2,798 2,779 2,596
Brown Machine Group Holdings, LLC Industrial Equipment First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 10/18 10/25 6,088 6,075 5,954 0.5 % (7)(8)(12)
6,088 6,075 5,954
Burgess Point Purchaser Corporation Auto Parts & Equipment Second Lien Senior Secured Term Loan SOFR + 9.00%, 14.4% Cash 7/22 7/30 4,545 4,387 4,368 0.4 % (7)(8)(12)
LP Units<br><br>(455 units) N/A N/A 455 462 — % (7)(30)
4,545 4,842 4,830
BVI Medical, Inc. Healthcare Second Lien Senior Secured Term Loan IBOR + 9.50%, 13.4% Cash 6/22 6/26 10,248 9,493 9,541 0.8 % (7)(8)(10)
10,248 9,493 9,541

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
CAi Software, LLC Technology First Lien Senior Secured Term Loan SOFR + 6.25%, 11.9% Cash 12/21 12/28 $ 4,959 $ 4,883 $ 4,636 0.4 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 6.25%, 11.9% Cash 12/28 1,363 1,343 1,275 0.1 % (7)(8)(13)
Revolver SOFR + 6.25%, 11.9% Cash 12/28 — (13) (61) — % (7)(8)(13)(31)
6,322 6,213 5,850
Canadian Orthodontic Partners Corp. Healthcare First Lien Senior Secured Term Loan 3.5% Cash, CDOR + 3.5% PIK, 9.0% PIK 6/21 3/26 1,729 1,858 1,322 0.1 % (3)(7)(8)(22)
Class A Equity (500,000 units) N/A N/A 389 — — % (3)(7)(30)
Class C - Warrants (257,127.45 units) N/A N/A — — — % (3)(7)(30)
Class X Equity (45,604 units) N/A N/A 35 — — % (3)(7)(30)
1,729 2,282 1,322
Caribou Holding Company, LLC Technology First Lien Senior Secured Term Loan SOFR + 7.64%, 14.0% Cash 4/22 4/27 4,318 4,273 4,240 0.4 % (3)(7)(8)(13)
LLC Units (681,818 units) N/A N/A 682 982 0.1 % (3)(7)(30)
4,318 4,955 5,222
Cascade Residential Services LLC Electric First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 10/23 10/29 2,684 2,571 2,567 0.2 % (7)(8)(13)(31)
Revolver SOFR + 5.00%, 10.4% Cash 10/29 — (8) (8) — % (7)(8)(13)(31)
2,684 2,563 2,559
Catawba River Limited Finance Companies Structured - Junior Note N/A 10/22 10/28 4,972 4,448 943 0.1 % (3)(7)(31)
4,972 4,448 943
Centralis Finco S.a.r.l. Diversified Financial Services First Lien Senior Secured Term Loan IBOR + 5.25%, 9.2% Cash 5/20 4/27 3,196 2,923 3,144 0.3 % (3)(7)(8)(10)
3,196 2,923 3,144
Ceres Pharma NV Pharma-ceuticals First Lien Senior Secured Term Loan IBOR + 6.00%, 10.1% Cash 10/21 10/28 3,420 3,278 3,307 0.3 % (3)(7)(8)(11)
3,420 3,278 3,307
CGI Parent, LLC Business Equipment & Services First Lien Senior Secured Term Loan SOFR + 5.75%, 11.3% Cash 2/22 2/28 13,233 12,966 12,968 1.1 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.3% Cash 2/28 1,371 1,337 1,344 0.1 % (7)(8)(13)
Revolver SOFR + 5.75%, 11.3% Cash 2/28 — (24) (33) — % (7)(8)(13)(31)
Preferred Stock (657 shares) N/A N/A 722 1,190 0.1 % (7)(30)
14,604 15,001 15,469
Classic Collision (Summit Buyer, LLC) Auto Collision Repair Centers First Lien Senior Secured Term Loan SOFR + 5.75%, 11.3% Cash 1/20 1/26 6,646 6,522 6,602 0.6 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.3% Cash 4/26 602 596 599 0.1 % (7)(8)(13)
7,248 7,118 7,201
CM Acquisitions Holdings Inc. Internet & Direct Marketing First Lien Senior Secured Term Loan SOFR + 5.00%, 10.2% Cash 5/19 5/25 13,728 13,663 13,399 1.1 % (7)(8)(13)
13,728 13,663 13,399
CMT Opco Holding, LLC (Concept Machine) Distributors First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash, 0.3% PIK 1/20 1/25 4,112 4,093 3,742 0.3 % (7)(8)(12)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash, 0.3% PIK 1/27 670 657 609 0.1 % (7)(8)(12)
LLC Units<br><br>(12,635 units) N/A N/A 506 59 — % (7)(30)
4,782 5,256 4,410

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Cobham Slip Rings SAS Diversified Manufacturing First Lien Senior Secured Term Loan SOFR + 6.25%, 11.6% Cash 11/21 11/28 $ 1,303 $ 1,281 $ 1,294 0.1 % (3)(7)(8)(13)
1,303 1,281 1,294
Command Alkon (Project Potter Buyer, LLC) Software First Lien Senior Secured Term Loan SOFR + 6.75%, 12.1% Cash 4/20 4/27 13,465 13,236 13,345 1.1 % (7)(8)(12)
Class B<br><br>Partnership Units (33,324.69 units) N/A N/A — 176 — % (7)(30)
13,465 13,236 13,521
Compass Precision, LLC Aerospace & Defense Senior Subordinated Term Loan 11.0% Cash, 1.0% PIK 4/22 4/28 642 632 622 0.1 % (7)
LLC Units (46,085.6 units) N/A N/A 125 142 — % (7)(30)
642 757 764
Comply365, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 4/22 12/29 5,637 5,525 5,525 0.5 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 4/28 13,262 13,061 12,997 1.1 % (7)(8)(13)
Revolver SOFR + 5.00%, 10.4% Cash 12/29 — (16) (22) — % (7)(8)(13)(31)
18,899 18,570 18,500
Contabo Finco S.À.R.L Internet Software & Services First Lien Senior Secured Term Loan IBOR + 5.25%, 9.2% Cash 10/22 10/29 5,144 4,539 5,103 0.4 % (3)(7)(8)(10)
5,144 4,539 5,103
Core Scientific, Inc. Technology Equipment Term Loan 9.8% Cash 3/22 3/25 30,635 29,619 22,976 1.9 % (3)(7)(27)
Common Stock (91,504 shares) N/A N/A 296 133 — % (3)(30)
30,635 29,915 23,109
Coyo Uprising GmbH Technology First Lien Senior Secured Term Loan IBOR + 3.25%, 6.3% Cash, 3.4% PIK 9/21 9/28 4,821 4,945 4,659 0.4 % (3)(7)(8)(10)(31)
Class A Units<br><br>(440 units) N/A N/A 205 211 — % (3)(7)(30)
Class B Units<br><br>(191 units) N/A N/A 446 505 — % (3)(7)(30)
4,821 5,596 5,375
CSL DualCom Tele-communications First Lien Senior Secured Term Loan SONIA + 5.25%, 10.5% Cash 9/20 9/27 2,052 1,913 2,052 0.2 % (3)(7)(8)(15)(31)
2,052 1,913 2,052
CT Technologies Intermediate Holdings, Inc. Healthcare First Lien Senior Secured Term Loan SOFR + 4.25%, 9.7% Cash 2/22 12/25 4,887 4,880 4,684 0.4 % (8)(12)(29)
4,887 4,880 4,684
CW Group Holdings, LLC High Tech Industries First Lien Senior Secured Term Loan SOFR + 6.00%, 11.4% Cash 1/21 1/27 2,761 2,726 2,759 0.2 % (7)(8)(13)
LLC Units (161,290.32 units) N/A N/A 161 289 — % (7)(30)
2,761 2,887 3,048
DataServ Integrations, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 11/22 11/28 1,899 1,863 1,873 0.2 % (7)(8)(13)
Revolver SOFR + 5.75%, 11.1% Cash 11/28 — (8) (7) — % (7)(8)(13)(31)
Partnership Units (96,153.85 units) N/A N/A 96 96 — % (7)(30)
1,899 1,951 1,962

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
DecksDirect, LLC Building Materials First Lien Senior Secured Term Loan SOFR + 6.25%, 11.7% Cash 12/21 12/26 $ 1,675 $ 1,644 $ 1,638 0.1 % (7)(8)(12)
Revolver SOFR + 6.25%, 11.7% Cash 12/26 — (6) (9) — % (7)(8)(12)(31)
Common Stock (1,280.8 shares) N/A N/A 55 41 — % (7)(30)
1,675 1,693 1,670
DISA Holdings Corp. Other Industrial First Lien Senior Secured Term Loan SOFR + 5.50%, 10.8% Cash 11/22 9/28 5,944 5,768 5,944 0.5 % (7)(8)(12)(31)
Revolver SOFR + 5.50%, 10.8% Cash 9/28 90 79 90 — % (7)(8)(12)(31)
6,034 5,847 6,034
Distinct Holdings, Inc. Systems Software First Lien Senior Secured Term Loan SOFR + 6.50%, 12.0% Cash 4/19 9/24 6,540 6,540 6,416 0.5 % (7)(8)(13)
6,540 6,540 6,416
Dragon Bidco Technology First Lien Senior Secured Term Loan IBOR + 6.75%, 10.9% Cash 4/21 4/28 2,762 2,828 2,734 0.2 % (3)(7)(8)(11)
2,762 2,828 2,734
DreamStart Bidco SAS (d/b/a SmartTrade) Diversified Financial Services First Lien Senior Secured Term Loan IBOR + 5.25%, 9.2% Cash 3/20 3/27 2,349 2,324 2,349 0.2 % (3)(7)(8)(10)
2,349 2,324 2,349
Dryden 43 Senior Loan Fund, Series 2016-43A Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 7.9% 2/22 4/34 3,620 2,056 1,647 0.1 % (3)(29)
3,620 2,056 1,647
Dryden 49 Senior Loan Fund, Series 2017-49A Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 0.0% 2/22 7/30 17,233 4,791 3,319 0.3 % (3)(29)(30)
17,233 4,791 3,319
Dune Group Health Care Equipment First Lien Senior Secured Term Loan IBOR + 6.00%, 10.0% Cash 9/21 9/28 128 115 115 — % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan SOFR + 6.00%, 11.3% Cash 9/28 1,434 1,419 1,401 0.1 % (3)(7)(8)(13)
1,562 1,534 1,516
Dunlipharder B.V. Technology First Lien Senior Secured Term Loan SOFR + 6.10%, 11.5% Cash 6/22 6/28 1,000 988 993 0.1 % (3)(7)(8)(13)
1,000 988 993
Dwyer Instruments, Inc. Electric First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 7/21 7/27 14,775 14,568 14,479 1.2 % (7)(8)(13)
14,775 14,568 14,479
Echo Global Logistics, Inc. Air Transportation Second Lien Senior Secured Term Loan SOFR + 7.00%, 12.5% Cash 11/21 11/29 9,469 9,336 8,844 0.7 % (7)(8)(13)
Partnership Equity (530.92 units) N/A N/A 531 491 — % (7)(30)
9,469 9,867 9,335
EFC International Automotive Senior Unsecured Term Loan 11.0% Cash, 2.5% PIK 3/23 5/28 781 759 764 0.1 % (7)
Common Stock (163.83 shares) N/A N/A 231 301 — % (7)(30)
781 990 1,065
Ellkay, LLC Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan SOFR + 6.25%, 11.5% Cash 9/21 9/27 4,900 4,835 4,430 0.4 % (7)(8)(13)
4,900 4,835 4,430
EMI Porta Holdco LLC Diversified Manufacturing First Lien Senior Secured Term Loan SOFR + 5.75%, 11.5% Cash 12/21 12/27 12,548 12,371 11,155 0.9 % (7)(8)(13)
Revolver SOFR + 5.75%, 11.5% Cash 12/27 2,563 2,524 2,233 0.2 % (7)(8)(13)(31)
15,111 14,895 13,388
Entact Environmental Services, Inc. Environmental Industries First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 2/21 12/25 7,245 7,189 7,245 0.6 % (7)(8)(13)
7,245 7,189 7,245

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
EPS NASS Parent, Inc. Electrical Components & Equipment First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 4/21 4/28 $ 6,017 $ 5,936 $ 5,740 0.5 % (7)(8)(13)
6,017 5,936 5,740
eShipping, LLC Transportation Services First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 11/21 11/27 3,473 3,426 3,473 0.3 % (7)(8)(12)
Revolver SOFR + 5.00%, 10.5% Cash 11/27 — (19) — — % (7)(8)(12)(31)
3,473 3,407 3,473
Eurofins Digital Testing International LUX Holding SARL Technology First Lien Senior Secured Term Loan IBOR + 4.50%, 8.5% Cash, 2.8% PIK 12/22 12/29 1,582 1,414 1,047 0.1 % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan SOFR + 4.50%, 9.8% Cash, 2.8% PIK 12/29 799 780 700 0.1 % (3)(7)(8)(13)
First Lien Senior Secured Term Loan SONIA + 4.50%, 9.5% Cash, 2.8% PIK 12/29 2,393 2,254 2,096 0.2 % (3)(7)(8)(16)
Senior Subordinated Term Loan 11.5% PIK 12/29 632 592 543 — % (3)(7)
5,406 5,040 4,386
Events Software BidCo Pty Ltd Technology First Lien Senior Secured Term Loan BBSY + 6.50%, 10.8% Cash 3/22 3/28 1,748 1,865 1,535 0.1 % (3)(7)(8)(20)(31)
First Lien Senior Secured Term Loan BBSY + 6.50%, 10.8% Cash 9/24 22 21 20 — % (3)(7)(8)(20)
1,770 1,886 1,555
Express Wash Acquisition Company, LLC Consumer Cyclical First Lien Senior Secured Term Loan SOFR + 6.50%, 12.2% Cash 7/22 7/28 6,401 6,300 6,324 0.5 % (7)(8)(13)
Revolver SOFR + 6.50%, 12.2% Cash 7/28 141 137 138 — % (7)(8)(13)(31)
6,542 6,437 6,462
F24 (Stairway BidCo Gmbh) Software Services First Lien Senior Secured Term Loan IBOR + 6.50%, 10.5% Cash 8/20 8/27 1,968 2,071 1,933 0.2 % (3)(7)(8)(10)
1,968 2,071 1,933
Faraday Healthcare First Lien Senior Secured Term Loan IBOR + 6.25%, 10.2% Cash 1/23 1/30 1,683 1,591 1,632 0.1 % (3)(7)(8)(10)(31)
1,683 1,591 1,632
Ferrellgas L.P. Oil & Gas Equipment & Services Opco Preferred Units (2,886 units) N/A 3/21 N/A 2,799 2,670 0.2 % (7)
2,799 2,670
Finaxy Holding Banking First Lien Senior Secured Term Loan IBOR + 6.25%, 10.2% Cash 11/23 11/30 4,544 4,288 4,431 0.4 % (3)(7)(8)(10)
Subordinated Term Loan 10.3% PIK 5/31 2,050 1,943 2,009 0.2 % (3)(7)
6,594 6,231 6,440
Fineline Technologies, Inc. Consumer Services First Lien Senior Secured Term Loan SOFR + 4.75%, 10.1% Cash 2/21 2/28 1,276 1,264 1,275 0.1 % (7)(8)(13)
1,276 1,264 1,275
Finexvet Consumer Cyclical First Lien Senior Secured Term Loan IBOR + 6.25%, 9.9% Cash 3/22 3/29 4,348 4,166 4,230 0.4 % (3)(7)(8)(11)(31)
4,348 4,166 4,230
FinThrive Software Intermediate Holdings Inc. Business Equipment & Services Preferred Stock (6,582.7 shares) 11.0% PIK 3/22 N/A 8,809 5,266 0.4 % (7)
8,809 5,266
FitzMark Buyer, LLC Cargo & Transportation First Lien Senior Secured Term Loan SOFR + 4.75%, 10.1% Cash 12/20 12/26 4,173 4,128 4,073 0.3 % (7)(8)(12)
4,173 4,128 4,073
Five Star Holding LLC Packaging Second Lien Senior Secured Term Loan SOFR + 7.25%, 12.6% Cash 5/22 5/30 13,692 13,461 13,404 1.1 % (7)(8)(13)
LLC Units<br><br>(966.99 units) N/A N/A 967 855 0.1 % (7)(30)
13,692 14,428 14,259

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Flexential Issuer, LLC Information Technology Structured Secured Note - Class C 6.9% Cash 11/21 11/51 $ 16,000 $ 14,862 $ 13,187 1.1 %
16,000 14,862 13,187
Flywheel Re Segregated Portfolio 2022-4 Investment Funds Preferred Stock (2,828,286 shares) N/A 8/22 N/A 2,828 3,196 0.3 % (3)(7)(30)
2,828 3,196
Footco 40 Limited Media & Entertainment First Lien Senior Secured Term Loan SONIA + 6.75%, 11.9% Cash 4/22 4/29 1,860 1,849 1,808 0.2 % (3)(7)(8)(16)(31)
1,860 1,849 1,808
Fortis Payment Systems, LLC Other Financial First Lien Senior Secured Term Loan SOFR + 5.25%, 10.7% Cash 10/22 2/26 2,480 2,443 2,480 0.2 % (7)(8)(13)
2,480 2,443 2,480
FragilePak LLC Transportation Services First Lien Senior Secured Term Loan SOFR + 5.75%, 11.4% Cash 5/21 5/27 4,591 4,512 4,384 0.4 % (7)(8)(13)
Partnership Units (937.5 units) N/A N/A 938 632 0.1 % (7)(30)
4,591 5,450 5,016
FSS Buyer LLC Technology First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 8/21 8/28 4,789 4,721 4,768 0.4 % (7)(8)(13)
LP Interest<br><br>(1,160.9 units) N/A N/A 12 16 — % (7)(30)
LP Units<br><br>(5,104.3 units) N/A N/A 51 72 — % (7)(30)
4,789 4,784 4,856
GB Eagle Buyer, Inc. Capital Goods First Lien Senior Secured Term Loan SOFR + 6.25%, 11.6% Cash 12/22 12/28 10,637 10,361 10,573 0.9 % (7)(8)(13)
Revolver SOFR + 6.25%, 11.6% Cash 12/28 — (64) (15) — % (7)(8)(13)(31)
Partnership Units (687 units) N/A N/A 687 880 0.1 % (7)(30)
10,637 10,984 11,438
Global Academic Group Limited Industrial Other First Lien Senior Secured Term Loan BBSY + 6.00%, 10.3% Cash 7/22 7/27 2,517 2,515 2,478 0.2 % (3)(7)(8)(19)
First Lien Senior Secured Term Loan BKBM + 6.00%, 11.7% Cash 7/27 4,370 4,228 4,295 0.4 % (3)(7)(8)(24)(31)
6,887 6,743 6,773
Gojo Industries, Inc. Industrial Other First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash, 4.5% PIK 10/23 10/28 12,742 12,374 12,359 1.0 % (7)(8)(13)
12,742 12,374 12,359
GPNZ II GmbH Healthcare First Lien Senior Secured Term Loan IBOR + 10.00%, 13.8% Cash 6/22 6/29 475 446 265 — % (3)(7)(8)(9)
First Lien Senior Secured Term Loan 10.0% PIK 6/29 124 122 124 — % (3)(7)(31)
Common Stock (5,785 shares) N/A N/A — — — % (3)(7)(30)
599 568 389
Greenhill II BV Technology First Lien Senior Secured Term Loan IBOR + 5.25%, 9.2% Cash 7/22 7/29 908 815 894 0.1 % (3)(7)(8)(10)(31)
908 815 894
Groupe Guemas Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan IBOR + 6.25%, 10.1% Cash 10/23 9/30 5,148 4,806 5,006 0.4 % (3)(7)(8)(11)
5,148 4,806 5,006
Groupe Product Life Consumer<br>Non-cyclical First Lien Senior Secured Term Loan IBOR + 6.50%, 10.4% Cash 10/22 10/29 1,103 1,006 1,059 0.1 % (3)(7)(8)(10)
1,103 1,006 1,059
Gulf Finance, LLC Oil & Gas Exploration & Production First Lien Senior Secured Term Loan SOFR + 6.75%, 12.2% Cash 11/21 8/26 571 553 570 — % (8)(13)
571 553 570

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Gusto Aus BidCo Pty Ltd Consumer<br>Non-Cyclical First Lien Senior Secured Term Loan BBSY + 6.50%, 10.9% Cash 10/22 10/28 $ 2,279 $ 2,083 $ 2,235 0.2 % (3)(7)(8)(19)(31)
2,279 2,083 2,235
HeartHealth Bidco Pty Ltd Healthcare First Lien Senior Secured Term Loan BBSY + 4.75%, 9.4% Cash 9/22 9/28 692 632 674 0.1 % (3)(7)(8)(19)(31)
692 632 674
Heartland Veterinary Partners, LLC Healthcare Subordinated Term Loan 11.0% PIK 11/21 12/28 12,485 12,300 11,012 0.9 % (7)
12,485 12,300 11,012
Heavy Construction Systems Specialists, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 11/21 11/27 7,295 7,194 7,295 0.6 % (7)(8)(12)
Revolver SOFR + 5.50%, 10.9% Cash 11/27 — (34) — — % (7)(8)(12)(31)
7,295 7,160 7,295
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) Insurance First Lien Senior Secured Term Loan IBOR + 5.00%, 8.9% Cash 9/19 9/26 3,346 3,676 3,155 0.3 % (3)(7)(8)(11)
3,346 3,676 3,155
HEKA Invest Technology First Lien Senior Secured Term Loan IBOR + 6.50%, 10.4% Cash 10/22 10/29 5,174 4,478 5,080 0.4 % (3)(7)(8)(10)(31)
5,174 4,478 5,080
HemaSource, Inc. Healthcare First Lien Senior Secured Term Loan SOFR + 6.00%, 11.4% Cash 8/23 8/29 7,267 7,093 7,101 0.6 % (7)(8)(13)
Revolver SOFR + 6.00%, 11.4% Cash 8/29 383 341 342 — % (7)(8)(13)(31)
Common Stock (101,080 shares) N/A N/A 101 101 — % (7)(30)
7,650 7,535 7,544
Home Care Assistance, LLC Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 3/21 3/27 3,751 3,707 3,428 0.3 % (7)(8)(13)
3,751 3,707 3,428
HomeX Services Group LLC Home Construction First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 11/23 11/29 1,318 1,275 1,274 0.1 % (7)(8)(12)(31)
Revolver SOFR + 5.50%, 10.9% Cash 11/29 — (7) (7) — % (7)(8)(12)(31)
1,318 1,268 1,267
Honour Lane Logistics Holdings Limited Transportation Services First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 4/22 11/28 6,667 6,513 6,160 0.5 % (3)(7)(8)(12)
6,667 6,513 6,160
HTI Technology & Industries Electronic Component Manufacturing First Lien Senior Secured Term Loan SOFR + 8.50%, 14.0% Cash 7/22 7/25 11,422 11,311 11,355 0.9 % (7)(8)(13)(31)
Revolver SOFR + 8.50%, 14.0% Cash 7/25 — (11) (7) — % (7)(8)(13)(31)
11,422 11,300 11,348
HW Holdco, LLC (Hanley Wood LLC) Advertising First Lien Senior Secured Term Loan SOFR + 6.25%, 11.8% Cash 12/18 12/24 11,197 11,133 10,816 0.9 % (7)(8)(13)
11,197 11,133 10,816
Hygie 31 Holding Pharma-ceuticals First Lien Senior Secured Term Loan IBOR + 6.25%, 10.4% Cash 9/22 9/29 1,767 1,504 1,739 0.1 % (3)(7)(8)(11)
1,767 1,504 1,739
IM Square Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan IBOR + 5.50%, 9.5% Cash 5/21 4/28 2,762 2,947 2,713 0.2 % (3)(7)(8)(10)
2,762 2,947 2,713
Infoniqa Holdings GmbH Technology First Lien Senior Secured Term Loan IBOR + 4.75%, 8.7% Cash 11/21 11/28 2,903 2,912 2,879 0.2 % (3)(7)(8)(11)
2,903 2,912 2,879

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Innovad Group II BV Beverage, Food & Tobacco First Lien Senior Secured Term Loan IBOR + 5.75%, 9.6% Cash 4/21 4/28 $ 6,543 $ 6,835 $ 6,203 0.5 % (3)(7)(8)(11)(31)
First Lien Senior Secured Term Loan SARON + 5.75%, 7.5% Cash 4/28 1,089 1,019 1,035 0.1 % (3)(7)(8)(25)
7,632 7,854 7,238
Innovative XCessories & Services, LLC Automotive First Lien Senior Secured Term Loan SOFR + 4.25%, 9.9% Cash 2/22 3/27 2,892 2,839 2,469 0.2 % (8)(14)(29)
2,892 2,839 2,469
INOS 19-090 GmbH Aerospace & Defense First Lien Senior Secured Term Loan IBOR + 5.37%, 9.3% Cash 12/20 12/27 5,711 6,128 5,711 0.5 % (3)(7)(8)(10)(31)
5,711 6,128 5,711
Interstellar Group B.V. Technology First Lien Senior Secured Term Loan IBOR + 5.50%, 9.4% Cash 8/22 8/29 1,696 1,587 1,676 0.1 % (3)(7)(8)(10)(31)
1,696 1,587 1,676
InvoCare Limited Consumer Cyclical Services First Lien Senior Secured Term Loan BBSY + 6.25%, 10.7% Cash 11/23 11/29 2,126 1,973 2,051 0.2 % (3)(7)(8)(19)(31)
2,126 1,973 2,051
Iqor US Inc. Services: Business First Lien Senior Secured Term Loan SOFR + 7.50%, 13.0% Cash 2/22 11/24 2,655 2,683 2,622 0.2 % (8)(12)(29)
2,655 2,683 2,622
Isagenix International, LLC Wholesale First Lien Senior Secured Term Loan SOFR + 5.60%, 10.6% Cash 4/23 4/28 835 542 718 0.1 % (8)(13)(29)
Common Stock (58,538 shares) N/A N/A — — — % (7)(30)
835 542 718
Isolstar Holding NV (IPCOM) Trading Companies & Distributors First Lien Senior Secured Term Loan IBOR + 6.50%, 10.5% Cash 10/22 10/29 4,857 4,173 4,778 0.4 % (3)(7)(8)(10)(31)
4,857 4,173 4,778
ISTO Technologies II, LLC Healthcare First Lien Senior Secured Term Loan SOFR + 6.25%, 11.6% Cash 10/23 10/28 6,786 6,621 6,616 0.6 % (7)(8)(13)
Revolver SOFR + 6.25%, 11.6% Cash 10/28 — (17) (18) — % (7)(8)(13)(31)
6,786 6,604 6,598
ITI Intermodal, Inc. Transportation Services First Lien Senior Secured Term Loan SOFR + 6.50%, 12.0% Cash 12/21 12/27 13,010 12,683 12,757 1.1 % (7)(8)(13)
Revolver SOFR + 6.50%, 12.0% Cash 12/27 101 70 67 — % (7)(8)(13)(31)
Common Stock (7,500.4 shares) N/A N/A 750 715 0.1 % (7)(30)
13,111 13,503 13,539
Ivanti Software, Inc. High Tech Industries Second Lien Senior Secured Term Loan SOFR + 7.25%, 12.9% Cash 2/22 12/28 6,000 5,989 4,800 0.4 % (8)(13)(29)
6,000 5,989 4,800
Jade Bidco Limited (Jane's) Aerospace & Defense First Lien Senior Secured Term Loan IBOR + 5.25%, 9.3% Cash 11/19 2/29 1,188 1,151 1,176 0.1 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan SOFR + 5.25%, 10.6% Cash 2/29 6,714 6,598 6,648 0.6 % (3)(7)(8)(14)
7,902 7,749 7,824
JetBlue 2019-1 Class B Pass Through Trust Structured Products Structured Secured Note - Class B 8.0% Cash 8/20 11/27 3,052 3,052 3,026 0.3 %
3,052 3,052 3,026
JF Acquisition, LLC Automotive First Lien Senior Secured Term Loan SOFR + 5.50%, 11.0% Cash 5/21 7/26 3,788 3,730 3,598 0.3 % (7)(8)(13)
3,788 3,730 3,598
Jon Bidco Limited Healthcare First Lien Senior Secured Term Loan BKBM + 4.50%, 10.2% Cash 3/22 3/27 3,901 4,133 3,844 0.3 % (3)(7)(8)(24)(31)
3,901 4,133 3,844

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Jones Fish Hatcheries & Distributors LLC Consumer Products First Lien Senior Secured Term Loan SOFR + 5.50%, 11.0% Cash 2/22 2/28 $ 3,481 $ 3,421 $ 3,414 0.3 % (7)(8)(13)
Revolver SOFR + 5.50%, 11.0% Cash 2/28 — (6) (8) — % (7)(8)(13)(31)
LLC Units<br><br>(1,018 units) N/A N/A 107 228 — % (7)
3,481 3,522 3,634
Kano Laboratories LLC Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 11/20 11/26 5,594 5,506 5,545 0.5 % (7)(8)(13)(31)
Partnership Equity (203.2 units) N/A N/A 203 224 — % (7)(30)
5,594 5,709 5,769
Kene Acquisition, Inc. (En Engineering) Oil & Gas Equipment & Services First Lien Senior Secured Term Loan SOFR + 4.25%, 9.7% Cash 8/19 8/26 7,095 7,037 7,031 0.6 % (7)(8)(13)
7,095 7,037 7,031
Kid Distro Holdings, LLC Media & Entertainment First Lien Senior Secured Term Loan SOFR + 5.50%, 10.8% Cash 10/21 10/27 9,162 9,039 9,116 0.8 % (7)(8)(13)
LLC Units (637,677.11 units) N/A N/A 638 599 0.1 % (7)(30)
9,162 9,677 9,715
Kona Buyer, LLC High Tech Industries First Lien Senior Secured Term Loan SOFR + 4.75%, 10.1% Cash 12/20 12/27 8,413 8,302 8,413 0.7 % (7)(8)(13)
8,413 8,302 8,413
Lambir Bidco Limited Healthcare First Lien Senior Secured Term Loan IBOR + 6.25%, 10.4% Cash 12/21 12/28 1,987 1,961 1,854 0.2 % (3)(7)(8)(10)(31)
Second Lien Senior Secured Term Loan 12.0% PIK 6/29 1,744 1,730 1,587 0.1 % (3)(7)
3,731 3,691 3,441
Lattice Group Holdings Bidco Limited Technology First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 5/22 5/29 709 690 659 0.1 % (3)(7)(8)(14)(31)
Revolver SOFR + 5.75%, 11.1% Cash 11/28 18 17 16 — % (3)(7)(8)(14)(31)
727 707 675
LeadsOnline, LLC Business Equipment & Services First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 2/22 2/28 10,198 10,069 10,096 0.8 % (7)(8)(13)
Revolver SOFR + 5.75%, 11.2% Cash 2/28 416 385 400 — % (7)(8)(13)(31)
LLC Units (81,739 units) N/A N/A 85 239 — % (7)
10,614 10,539 10,735
Learfield Communications, LLC Broadcasting First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 8/20 6/28 5,518 5,517 5,311 0.4 % (8)(12)
Common Stock (94,441 shares) N/A N/A 3,105 4,037 0.3 % (7)(30)
5,518 8,622 9,348
Legal Solutions Holdings Business Services Senior Subordinated Loan 16.0% PIK 12/20 3/23 12,319 10,129 — — % (7)(27)(28)
12,319 10,129 —
Lifestyle Intermediate II, LLC Consumer Goods: Durable First Lien Senior Secured Term Loan SOFR + 7.00%, 12.7% Cash 2/22 1/26 3,006 3,006 2,675 0.2 % (7)(8)(13)(29)
Revolver SOFR + 7.00%, 12.7% Cash 1/26 — — (275) — % (7)(8)(13)(29)(31)
3,006 3,006 2,400
LivTech Purchaser, Inc. Business Services First Lien Senior Secured Term Loan SOFR + 5.00%, 10.6% Cash 1/21 12/25 862 858 860 0.1 % (7)(8)(13)
862 858 860
LogMeIn, Inc. High Tech Industries First Lien Senior Secured Term Loan SOFR + 4.75%, 10.3% Cash 2/22 8/27 1,940 1,922 1,274 0.1 % (8)(12)(29)
1,940 1,922 1,274

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Long Term Care Group, Inc. Healthcare First Lien Senior Secured Term Loan 4/22 9/27 $ 8,267 $ 8,149 $ 6,308 0.5 % (7)(8)(12)
8,267 8,149 6,308
Magnetite XIX, Limited Multi-Sector Holdings Subordinated Notes 2/22 4/34 5,250 5,107 5,067 0.4 % (3)(13)(29)
Subordinated Structured Notes Residual Interest, current yield 10.17% 4/34 13,730 9,014 8,181 0.7 % (3)(29)
18,980 14,121 13,248
Marmoutier Holding B.V. Consumer Products First Lien Senior Secured Term Loan 12/21 12/28 2,445 2,415 1,777 0.1 % (3)(7)(8)(10)(31)
Revolver IBOR+ 5.75%, 3.9% Cash, 5.8% PIK 12/28 48 44 6 — % (3)(7)(8)(10)(31)
2,493 2,459 1,783
Marshall Excelsior Co. Capital Goods First Lien Senior Secured Term Loan 2/22 2/28 10,807 10,678 10,462 0.9 % (7)(8)(13)
Revolver SOFR + 5.50%, 11.0% Cash 2/28 1,985 1,952 1,914 0.2 % (7)(8)(13)(31)
12,792 12,630 12,376
MC Group Ventures Corporation Business Services First Lien Senior Secured Term Loan 7/21 6/27 4,148 4,088 4,133 0.3 % (7)(8)(13)(31)
Partnership Units (746.66 units) N/A N/A 747 778 0.1 % (7)(30)
4,148 4,835 4,911
Media Recovery, Inc. (SpotSee) Containers, Packaging & Glass First Lien Senior Secured Term Loan 11/19 11/25 2,874 2,853 2,764 0.2 % (7)(8)(13)
First Lien Senior Secured Term Loan SONIA + 6.00%, 11.2% Cash 11/25 4,102 4,243 3,946 0.3 % (7)(8)(16)
6,976 7,096 6,710
Median B.V. Healthcare First Lien Senior Secured Term Loan 2/22 10/27 9,497 9,849 8,595 0.7 % (3)(8)(17)
9,497 9,849 8,595
Medical Solutions Parent Holdings, Inc. Healthcare Second Lien Senior Secured Term Loan 11/21 11/29 4,421 4,386 3,708 0.3 % (8)(13)
4,421 4,386 3,708
Mercell Holding AS Technology First Lien Senior Secured Term Loan 8/22 8/29 3,092 3,138 3,041 0.3 % (3)(7)(8)(26)(31)
Class A Units (114.4 units) 9.0% PIK N/A 111 128 — % (3)(7)(30)
Class B Units (28,943.8 units) N/A N/A — 51 — % (3)(7)(30)
3,092 3,249 3,220
MNS Buyer, Inc. Construction and Building First Lien Senior Secured Term Loan 8/21 8/27 905 893 901 0.1 % (7)(8)(12)
Partnership Units (76,923 units) N/A N/A 77 82 — % (7)(30)
905 970 983
Modern Star Holdings Bidco Pty Limited. Non-durable Consumer Goods First Lien Senior Secured Term Loan 12/20 12/26 7,854 8,367 7,784 0.7 % (3)(7)(8)(20)(31)
7,854 8,367 7,784
Moonlight Bidco Limited Healthcare First Lien Senior Secured Term Loan 7/23 7/30 1,894 1,875 1,832 0.2 % (3)(7)(8)(16)(31)
Common Stock (107,714 shares) N/A N/A 138 1,380 0.1 % (3)(7)(30)
1,894 2,013 3,212
Murphy Midco Limited Media, Diversified & Production First Lien Senior Secured Term Loan 11/20 11/27 1,670 1,709 1,670 0.1 % (3)(7)(8)(17)
1,670 1,709 1,670

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Music Reports, Inc. Media & Entertainment First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 8/20 8/26 $ 6,923 $ 6,838 $ 6,884 0.6 % (7)(8)(13)
6,923 6,838 6,884
Napa Bidco Pty Ltd Healthcare First Lien Senior Secured Term Loan BBSY + 5.50%, 9.9% Cash 3/22 3/28 18,986 19,616 18,321 1.5 % (3)(7)(8)(19)
18,986 19,616 18,321
Narda Acquisitionco., Inc. Aerospace & Defense First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 12/21 12/27 5,594 5,526 5,562 0.5 % (7)(8)(13)
Revolver SOFR + 5.00%, 10.5% Cash 12/27 — (15) (8) — % (7)(8)(13)(31)
Class A<br><br>Preferred Stock (4,587.38 shares) N/A N/A 459 535 — % (7)(30)
Class B<br><br>Common Stock (509.71 shares) N/A N/A 51 229 — % (7)(30)
5,594 6,021 6,318
Navia Benefit Solutions, Inc. Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan SOFR + 2.00%, 7.4% Cash, 3.0% PIK 11/22 2/27 2,970 2,913 2,918 0.2 % (7)(8)(12)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 2/27 2,666 2,645 2,620 0.2 % (7)(8)(12)
5,636 5,558 5,538
NAW Buyer LLC Technology First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 9/23 9/29 11,851 11,426 11,446 1.0 % (7)(8)(13)(31)
Revolver SOFR + 5.75%, 11.1% Cash 9/29 379 334 335 — % (7)(8)(13)(31)
LLC Units (472,512 units) N/A N/A 473 473 — % (7)(30)
12,230 12,233 12,254
NeoxCo Internet Software & Services First Lien Senior Secured Term Loan IBOR + 6.50%, 10.5% Cash 1/23 1/30 2,145 2,041 2,090 0.2 % (3)(7)(8)(11)(31)
2,145 2,041 2,090
Next Holdco, LLC Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.3% Cash 11/23 11/30 7,375 7,239 7,236 0.6 % (7)(8)(12)(31)
Revolver SOFR + 6.00%, 11.3% Cash 11/29 — (11) (11) — % (7)(8)(12)(31)
7,375 7,228 7,225
NF Holdco, LLC Technology First Lien Senior Secured Term Loan SOFR + 6.50%, 11.8% 3/23 3/29 6,347 6,174 6,204 0.5 % (7)(8)(13)
Revolver SOFR + 6.50%, 11.8% 3/29 442 413 417 — % (7)(8)(13)(31)
LP Units<br><br>(639,510 units) N/A N/A 659 633 0.1 % (7)(30)
6,789 7,246 7,254
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) Energy Equipment & Services First Lien Senior Secured Term Loan SOFR + 4.00%, 9.5% Cash 10/18 10/25 4,655 4,648 4,655 0.4 % (7)(8)(12)
4,655 4,648 4,655
Northstar Recycling, LLC Environmental Industries First Lien Senior Secured Term Loan SOFR + 4.75%, 10.1% Cash 10/21 9/27 2,450 2,417 2,434 0.2 % (7)(8)(13)
2,450 2,417 2,434
Novotech Aus Bidco Pty Ltd Healthcare First Lien Senior Secured Term Loan SOFR + 5.25%, 11.1% Cash 1/22 1/28 4,021 3,944 3,984 0.3 % (3)(7)(8)(14)(31)
4,021 3,944 3,984
NPM Investments 28 B.V. Healthcare First Lien Senior Secured Term Loan IBOR + 6.00%, 9.9% Cash 9/22 10/29 2,219 1,912 2,175 0.2 % (3)(7)(8)(10)(31)
2,219 1,912 2,175

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
OA Buyer, Inc. Healthcare First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 12/21 12/28 $ 5,534 $ 5,450 $ 5,485 0.5 % (7)(8)(12)
Revolver SOFR + 5.50%, 10.9% Cash 12/28 — (19) (12) — % (7)(8)(12)(31)
Partnership Units (210,920.11 units) N/A N/A 211 276 — % (7)(30)
5,534 5,642 5,749
OAC Holdings I Corp Automotive First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 3/22 3/29 3,575 3,522 3,454 0.3 % (7)(8)(13)
Revolver SOFR + 5.00%, 10.5% Cash 3/28 — (20) (47) — % (7)(8)(13)(31)
3,575 3,502 3,407
Ocelot Holdco LLC Construction Machinery Super Senior Takeback Loan 10.0% Cash 10/23 10/27 549 549 549 — % (7)
Takeback Term Loan 10.0% Cash 10/27 2,933 2,933 2,933 0.2 % (7)
Preferred Stock (243.81 shares) 15.0% PIK N/A 1,562 2,085 0.2 % (7)
Common Stock (186.67 shares) N/A N/A — — — % (7)(30)
3,482 5,044 5,567
Ocular Therapeutix, Inc. Pharma-ceuticals First Lien Senior Secured Term Loan SOFR + 6.75%, 12.1% Cash 8/23 7/29 3,930 3,817 3,812 0.3 % (3)(7)(8)(12)
3,930 3,817 3,812
Offen Inc. Transportation: Cargo First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 2/22 6/26 3,728 3,691 3,691 0.3 % (7)(14)(29)
3,728 3,691 3,691
OG III B.V. Containers & Glass Products First Lien Senior Secured Term Loan IBOR + 5.75%, 9.7% Cash 6/21 6/28 3,499 3,684 3,390 0.3 % (3)(7)(8)(10)
3,499 3,684 3,390
Omni Intermediate Holdings, LLC Transportation First Lien Senior Secured Term Loan SOFR + 5.00%, 10.5% Cash 12/20 12/26 8,322 8,291 7,864 0.7 % (7)(8)(13)
8,322 8,291 7,864
Options Technology Ltd. Computer Services First Lien Senior Secured Term Loan SOFR + 4.75%, 10.2% Cash 12/19 12/25 2,267 2,251 2,249 0.2 % (3)(7)(8)(14)
2,267 2,251 2,249
Oracle Vision Bidco Limited Healthcare First Lien Senior Secured Term Loan SONIA + 4.75%, 9.9% Cash 6/21 5/28 2,918 3,162 2,918 0.2 % (3)(7)(8)(17)
2,918 3,162 2,918
Origin Bidco Limited Technology First Lien Senior Secured Term Loan IBOR + 5.25%, 9.2% Cash 6/21 6/28 327 354 326 — % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 5.25%, 10.7% Cash 6/28 533 523 531 — % (3)(7)(8)(13)
860 877 857
ORTEC INTERNATIONAL NEWCO B.V. Technology First Lien Senior Secured Term Loan IBOR + 5.75%, 9.7% Cash 12/23 12/30 1,010 973 985 0.1 % (3)(7)(8)(10)
1,010 973 985
OSP Hamilton Purchaser, LLC Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 12/21 12/29 13,197 12,976 12,934 1.1 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 12/29 — (105) (107) — % (7)(8)(13)(31)
Revolver SOFR + 6.00%, 11.5% Cash 12/29 — (22) (22) — % (7)(8)(13)(31)
LP Units<br><br>(173,749 units) N/A N/A 174 174 — % (7)
13,197 13,023 12,979
Panoche Energy Center LLC Electric First Lien Senior Secured Bond 6.9% Cash 7/22 7/29 4,355 3,970 4,224 0.4 % (7)
4,355 3,970 4,224

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Pare SAS (SAS Maurice MARLE) Health Care Equipment First Lien Senior Secured Term Loan IBOR + 5.25%, 9.2% Cash, 0.8% PIK 12/19 12/26 $ 2,838 $ 2,837 $ 2,804 0.2 % (3)(7)(8)(11)
First Lien Senior Secured Term Loan SOFR + 5.25%, 10.6% Cash 10/26 1,500 1,500 1,482 0.1 % (3)(7)(8)(13)
4,338 4,337 4,286
Parkview Dental Holdings LLC Healthcare First Lien Senior Secured Term Loan SOFR + 8.30%, 13.6% Cash 10/23 10/29 624 606 605 0.1 % (7)(8)(13)(31)
LLC Units<br><br>(29,762 units) N/A N/A 298 298 — % (7)(30)
624 904 903
Patriot New Midco 1 Limited (Forensic Risk Alliance) Diversified Financial Services First Lien Senior Secured Term Loan IBOR + 6.75%, 10.7% Cash 2/20 2/27 2,373 2,315 2,327 0.2 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 6.75%, 12.3% Cash 2/27 2,859 2,828 2,804 0.2 % (3)(7)(8)(13)
5,232 5,143 5,131
PDQ.Com Corporation Business Equipment & Services First Lien Senior Secured Term Loan SOFR + 5.21%, 10.7% Cash 8/21 8/27 10,319 10,116 10,319 0.9 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 8/27 3,030 2,935 2,930 0.2 % (7)(8)(13)(31)
Class A-2 Partnership Units (28.8 units) N/A N/A 29 44 — % (7)
13,349 13,080 13,293
Perimeter Master Note Business Trust Credit Card ABS Structured Secured Note - Class A 4.7% Cash 5/22 5/27 182 182 172 — % (3)(7)
Structured Secured Note - Class B 5.4% Cash 5/27 182 182 173 — % (3)(7)
Structured Secured Note - Class C 5.9% Cash 5/27 182 182 167 — % (3)(7)
Structured Secured Note - Class D 8.5% Cash 5/27 182 182 166 — % (3)(7)
Structured Secured Note - Class E 11.4% Cash 5/27 9,274 9,274 8,503 0.7 % (3)(7)
10,002 10,002 9,181
Permaconn BidCo Pty Ltd Tele-communications First Lien Senior Secured Term Loan BBSY + 6.25%, 10.7% Cash 12/21 7/29 2,796 2,700 2,743 0.2 % (3)(7)(8)(19)
2,796 2,700 2,743
Polara Enterprises, L.L.C. Capital Equipment First Lien Senior Secured Term Loan SOFR + 4.75%, 10.2% Cash 12/21 12/27 1,118 1,103 1,118 0.1 % (7)(8)(13)
Revolver SOFR + 4.75%, 10.2% Cash 12/27 — (7) — — % (7)(8)(13)(31)
Partnership Units (7,409 units) N/A N/A 741 1,285 0.1 % (7)
1,118 1,837 2,403
Policy Services Company, LLC Property & Casualty Insurance First Lien Senior Secured Term Loan SOFR + 6.00%, 11.6% Cash, 4.0% PIK 12/21 6/26 51,345 50,494 50,498 4.2 % (7)(8)(13)
Warrants - Class A (2.55830 units) N/A N/A — 1,297 0.1 % (7)(30)
Warrants - Class B (0.86340 units) N/A N/A — 438 — % (7)(30)
Warrants - Class CC (0.08870 units) N/A N/A — — — % (7)(30)
Warrants - Class D (0.24710 units) N/A N/A — 125 — % (7)(30)
51,345 50,494 52,358
Polymer Solutions Group Holdings, LLC Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan SOFR + 7.00%, 12.4% Cash 2/22 8/24 990 990 936 0.1 % (7)(8)(12)(29)
Common Stock<br><br>(74 shares) N/A N/A — — — % (7)(30)
990 990 936
Premium Franchise Brands, LLC Research & Consulting Services First Lien Senior Secured Term Loan SOFR + 6.75%, 12.5% Cash 12/20 12/26 7,559 7,476 7,511 0.6 % (7)(8)(13)
7,559 7,476 7,511

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Premium Invest Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan 6/21 12/30 $ 9,334 $ 8,787 $ 9,031 0.8 % (3)(7)(8)(11)(31)
9,334 8,787 9,031
Preqin MC Limited Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan 8/21 7/28 2,789 2,729 2,778 0.2 % (3)(7)(8)(14)
2,789 2,729 2,778
Process Equipment, Inc. (ProcessBarron) Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan 3/19 3/25 5,506 5,502 5,462 0.5 % (7)(8)(13)
5,506 5,502 5,462
Process Insights Acquisition, Inc. Electronics First Lien Senior Secured Term Loan 7/23 7/29 5,330 5,186 5,293 0.4 % (7)(8)(13)(31)
Revolver SOFR + 6.25%, 11.6% Cash 7/29 — (23) (6) — % (7)(8)(13)(31)
Common Stock (281 shares) N/A N/A 281 340 — % (7)(30)
5,330 5,444 5,627
Professional Datasolutions, Inc. (PDI) Application Software First Lien Senior Secured Term Loan 3/19 10/24 1,803 1,803 1,783 0.1 % (7)(8)(13)
1,803 1,803 1,783
ProfitOptics, LLC Technology First Lien Senior Secured Term Loan 3/22 3/28 1,635 1,611 1,635 0.1 % (7)(8)(14)
Revolver SOFR + 5.75%, 11.5% Cash 3/28 274 267 274 — % (7)(8)(14)(31)
Senior Subordinated Term Loan 8.0% Cash 3/29 81 81 73 — % (7)
LLC Units (241,935.48 units) N/A N/A 161 220 — % (7)(30)
1,990 2,120 2,202
Proppants Holding, LLC Energy: Oil & Gas LLC Units (1,668,106 units) 2/22 N/A — — — % (7)(29)
— —
Protego Bidco B.V. Aerospace & Defense First Lien Senior Secured Term Loan 3/21 3/28 1,667 1,739 1,630 0.1 % (3)(7)(8)(11)(31)
Revolver IBOR + 6.50%, 10.5% Cash 3/27 2,164 2,283 2,110 0.2 % (3)(7)(8)(11)
3,831 4,022 3,740
PSP Intermediate 4, LLC Technology First Lien Senior Secured Term Loan 5/22 5/29 902 842 820 0.1 % (3)(7)(8)(9)(31)
First Lien Senior Secured Term Loan SOFR + 6.00%, 11.4% Cash 5/29 1,411 1,391 1,305 0.1 % (3)(7)(8)(12)
2,313 2,233 2,125
QPE7 SPV1 BidCo Pty Ltd Consumer Cyclical First Lien Senior Secured Term Loan 9/21 9/26 1,882 1,970 1,852 0.2 % (3)(7)(8)(18)
1,882 1,970 1,852
Qualified Industries, LLC Consumer Cyclical First Lien Senior Secured Term Loan 3/23 3/29 603 586 592 — % (7)(8)(13)
Revolver SOFR + 5.75%, 11.2% Cash 3/29 — (6) (2) — % (7)(8)(13)(31)
Preferred Stock (148 shares) 10.0% PIK N/A 144 159 — % (7)(30)
Common Stock (303,030 shares) N/A N/A 3 64 — % (7)(30)
603 727 813
Questel Unite Business Services First Lien Senior Secured Term Loan 12/20 12/27 6,976 6,912 6,732 0.6 % (3)(7)(8)(13)
6,976 6,912 6,732
R1 Holdings, LLC Transportation First Lien Senior Secured Term Loan 12/22 12/28 6,175 5,949 6,001 0.5 % (7)(8)(14)(31)
Revolver SOFR + 6.25%, 11.6% Cash 12/28 126 66 80 — % (7)(8)(14)(31)
6,301 6,015 6,081

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
RA Outdoors, LLC High Tech Industries First Lien Senior Secured Term Loan SOFR + 6.75%, 12.0% Cash 2/22 4/26 $ 12,917 $ 12,658 $ 12,723 1.1 % (7)(8)(13)(29)
Revolver SOFR + 6.75%, 12.0% Cash 4/26 796 796 778 0.1 % (7)(8)(13)(29)(31)
13,713 13,454 13,501
Randys Holdings, Inc. Automobile Manufacturers First Lien Senior Secured Term Loan SOFR + 6.50%, 11.9% Cash 11/22 11/28 10,138 9,835 9,890 0.8 % (7)(8)(13)(31)
Revolver SOFR + 6.50%, 11.9% Cash 11/28 538 493 505 — % (7)(8)(13)(31)
Partnership Units (5,333 units) N/A N/A 533 570 — % (7)(30)
10,676 10,861 10,965
Recovery Point Systems, Inc. Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.4% Cash 8/20 7/26 11,442 11,330 11,442 1.0 % (7)(8)(13)
Partnership Equity (187,235 units) N/A N/A 187 103 — % (7)(30)
11,442 11,517 11,545
Renovation Parent Holdings, LLC Home Furnishings First Lien Senior Secured Term Loan SOFR + 5.50%, 11.0% Cash 11/21 11/27 4,757 4,677 4,167 0.3 % (7)(8)(13)
Partnership Equity (197,368.42 units) N/A N/A 197 67 — % (7)(30)
4,757 4,874 4,234
REP SEKO MERGER SUB LLC Air Freight & Logistics First Lien Senior Secured Term Loan IBOR + 5.00%, 8.9% Cash 6/22 12/26 9,792 9,192 9,498 0.8 % (7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 12/26 2,009 1,982 1,949 0.2 % (7)(8)(13)
11,801 11,174 11,447
Resolute Investment Managers, Inc. Banking, Finance, Insurance & Real Estate Second Lien Senior Secured Term Loan SOFR + 8.00%, 13.6% Cash 2/22 4/25 5,081 5,107 762 0.1 % (7)(8)(13)(29)
5,081 5,107 762
Resonetics, LLC Health Care Equipment Second Lien Senior Secured Term Loan SOFR + 7.00%, 12.6% Cash 4/21 4/29 4,011 3,950 3,991 0.3 % (7)(8)(13)
4,011 3,950 3,991
Rhondda Financing No. 1 DAC Finance Companies Structured - Junior Note N/A 1/23 1/33 28,587 27,901 29,586 2.5 % (3)(7)(31)
28,587 27,901 29,586
Riedel Beheer B.V. Food & Beverage First Lien Senior Secured Term Loan IBOR + 6.25%, 10.2% Cash 12/21 12/28 2,291 2,256 2,078 0.2 % (3)(7)(8)(10)
2,291 2,256 2,078
Rock Labor LLC Media: Diversified & Production First Lien Senior Secured Term Loan SOFR + 7.50%, 12.9% Cash 9/23 9/29 6,604 6,412 6,422 0.5 % (7)(8)(12)
Revolver SOFR + 7.50%, 12.9% Cash 9/29 — (31) (30) — % (7)(8)(12)(31)
LLC Units (233,871 units) N/A N/A 1,252 1,534 0.1 % (7)(30)
6,604 7,633 7,926
Royal Buyer, LLC Industrial Other First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 8/22 8/28 7,255 7,124 7,164 0.6 % (7)(8)(13)(31)
Revolver SOFR + 5.50%, 10.9% Cash 8/28 408 379 388 — % (7)(8)(13)(31)
7,663 7,503 7,552
RPX Corporation Research & Consulting Services First Lien Senior Secured Term Loan SOFR + 5.50%, 11.0% Cash 10/20 10/25 4,759 4,709 4,732 0.4 % (7)(8)(13)
4,759 4,709 4,732

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
RTIC Subsidiary Holdings, LLC Consumer Goods: Durable First Lien Senior Secured Term Loan 2/22 9/25 $ 8,968 $ 8,968 $ 8,717 0.7 % (7)(8)(13)(29)
Revolver SOFR + 7.75%, 13.1% Cash 9/25 635 635 524 — % (7)(8)(13)(29)(31)
Class A<br><br>Preferred Stock<br><br>(145.347 shares) N/A N/A 4 — — % (7)(29)(30)
Class B<br><br>Preferred Stock (145.347 shares) N/A N/A — — — % (7)(29)(30)
Class C<br><br>Preferred Stock (7,844.03 shares) N/A N/A 450 73 — % (7)(29)(30)
Common Stock (153 shares) N/A N/A — — — % (7)(29)(30)
9,603 10,057 9,314
Ruffalo Noel Levitz, LLC Media Services First Lien Senior Secured Term Loan 1/19 7/25 9,586 9,586 9,241 0.8 % (7)(8)(13)
9,586 9,586 9,241
Safety Products Holdings, LLC Non-durable Consumer Goods First Lien Senior Secured Term Loan 12/20 12/26 11,828 11,684 11,567 1.0 % (7)(8)(13)
Preferred Stock (378.7 shares) N/A N/A 380 468 — % (7)(30)
11,828 12,064 12,035
Sanoptis S.A.R.L. Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan 6/22 7/29 2,736 2,414 2,585 0.2 % (3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan SARON + 5.50%, 7.2% Cash 7/29 3,476 3,064 3,357 0.3 % (3)(7)(8)(25)
6,212 5,478 5,942
SBP Holdings LP Industrial Other First Lien Senior Secured Term Loan 3/23 3/28 13,692 13,268 13,442 1.1 % (7)(8)(13)(31)
Revolver SOFR + 6.75%, 12.1% Cash 3/28 — (33) (19) — % (7)(8)(13)(31)
13,692 13,235 13,423
Scaled Agile, Inc. Research & Consulting Services First Lien Senior Secured Term Loan 12/21 12/28 1,802 1,777 1,759 0.1 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.9% Cash 12/28 56 52 48 — % (7)(8)(13)(31)
1,858 1,829 1,807
Scout Bidco B.V. Diversified Manufacturing First Lien Senior Secured Term Loan 5/22 5/29 3,529 3,350 3,480 0.3 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 5/29 443 443 437 — % (3)(7)(8)(13)
Revolver IBOR + 5.75%, 9.7% Cash 5/29 426 403 410 — % (3)(7)(8)(10)(31)
4,398 4,196 4,327
Sereni Capital NV Consumer Cyclical First Lien Senior Secured Term Loan 5/22 5/29 2,616 2,480 2,522 0.2 % (3)(7)(8)(11)
2,616 2,480 2,522
Serta Simmons Bedding LLC Home Furnishings Common Stock (109,127 shares) 6/23 N/A 1,630 791 0.1 % (7)(30)
1,630 791
Shelf Bidco Ltd Other Financial First Lien Senior Secured Term Loan 12/22 1/30 34,713 33,742 34,019 2.8 % (3)(7)(8)(13)
Common Stock (1,200,000 shares) N/A N/A 1,200 1,548 0.1 % (3)(7)(30)
34,713 34,942 35,567
Sinari Invest Technology First Lien Senior Secured Term Loan 7/23 7/30 1,880 1,804 1,822 0.2 % (3)(7)(8)(11)(31)
1,880 1,804 1,822

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
SISU ACQUISITIONCO., INC. Aerospace & Defense First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 12/20 12/26 $ 6,868 $ 6,773 $ 6,463 0.5 % (7)(8)(12)(31)
6,868 6,773 6,463
Smartling, Inc. Technology First Lien Senior Secured Term Loan SOFR + 4.50%, 9.9% Cash 11/21 11/27 10,571 10,427 10,466 0.9 % (7)(8)(12)
Revolver SOFR + 4.50%, 9.9% Cash 11/21 11/27 — (15) (12) — % (7)(8)(12)(31)
10,571 10,412 10,454
SmartShift Group, Inc. Technology First Lien Senior Secured Term Loan SOFR + 6.25%, 11.6% Cash 9/23 9/29 9,633 9,333 9,332 0.8 % (7)(8)(13)(31)
Revolver SOFR + 6.25%, 11.6% Cash 9/23 9/29 — (39) (38) — % (7)(8)(13)(31)
Common Stock (275 shares) N/A 9/23 N/A 275 288 — % (7)(30)
9,633 9,569 9,582
Smile Brands Group Inc. Health Care Services First Lien Senior Secured Term Loan SOFR + 4.50%, 10.0% Cash, 1.0% PIK 10/18 10/27 5,110 5,101 4,533 0.4 % (7)(8)(13)
5,110 5,101 4,533
SN BUYER, LLC Health Care Services First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 12/20 12/26 10,723 10,606 10,592 0.9 % (7)(8)(13)
10,723 10,606 10,592
Soho Square III Debtco II SARL Diversified Capital Markets First Lien Senior Secured Term Loan 9.5% PIK 10/22 10/27 8,191 7,641 8,175 0.7 % (3)(7)
8,191 7,641 8,175
Solo Buyer, L.P. Technology First Lien Senior Secured Term Loan SOFR + 6.25%, 11.7% Cash 12/22 12/29 15,528 15,182 15,140 1.3 % (7)(8)(13)
Revolver SOFR + 6.25%, 11.7% Cash 12/22 12/28 665 624 615 0.1 % (7)(8)(13)(31)
Partnership Units (516,399 units) N/A 12/22 N/A 516 382 — % (7)(30)
16,193 16,322 16,137
Sound Point CLO XX, Ltd. Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 0.00% 2/22 7/31 4,489 1,806 579 — % (3)(29)(30)
4,489 1,806 579
Sparus Holdings, LLC<br>(f/k/a Sparus Holdings, Inc.) Other Utility First Lien Senior Secured Term Loan SOFR + 5.00%, 10.3% Cash 11/22 3/27 1,921 1,880 1,858 0.2 % (7)(8)(13)(31)
Revolver SOFR + 5.00%, 10.3% Cash 11/22 3/27 66 64 62 — % (7)(8)(13)(31)
1,987 1,944 1,920
Spatial Business Systems LLC Electric First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 10/22 10/28 11,659 11,383 11,461 1.0 % (7)(8)(12)(31)
Revolver SOFR + 5.50%, 10.9% Cash 10/22 10/28 — (28) (21) — % (7)(8)(12)(31)
11,659 11,355 11,440
Springbrook Software (SBRK Intermediate, Inc.) Enterprise Software & Services First Lien Senior Secured Term Loan SOFR + 5.75%, 11.0% Cash 12/19 12/26 13,750 13,605 13,719 1.1 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 6.50%, 12.0% Cash 12/22 12/26 2,791 2,747 2,791 0.2 % (7)(8)(13)
16,541 16,352 16,510
SSCP Pegasus Midco Limited Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan SONIA + 6.00%, 11.3% Cash 12/20 11/27 3,416 3,416 3,416 0.3 % (3)(7)(8)(16)(31)
3,416 3,416 3,416
SSCP Spring Bidco 3 Limited Healthcare First Lien Senior Secured Term Loan SONIA + 6.50%, 11.7% Cash 11/23 11/30 976 932 947 0.1 % (3)(7)(8)(17)
976 932 947

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Starnmeer B.V. Technology First Lien Senior Secured Term Loan 10/21 4/27 $ 2,500 $ 2,475 $ 2,490 0.2 % (3)(7)(8)(14)
2,500 2,475 2,490
Superjet Buyer, LLC Technology First Lien Senior Secured Term Loan 12/21 12/27 12,910 12,726 12,825 1.1 % (7)(8)(13)
Revolver SOFR + 5.50%, 10.9% Cash 12/27 456 432 444 — % (7)(8)(13)(31)
13,366 13,158 13,269
Syniverse Holdings, Inc. Technology Distributors Series A Preferred Equity<br><br>(7,575,758 units) 5/22 N/A 8,989 8,788 0.7 % (7)
8,989 8,788
Syntax Systems Ltd Technology First Lien Senior Secured Term Loan 11/21 10/28 1,997 1,983 1,997 0.2 % (3)(7)(8)(12)(31)
Revolver SOFR + 5.50%, 11.0% Cash 10/28 620 614 620 0.1 % (3)(7)(8)(12)(31)
2,617 2,597 2,617
TA SL Cayman Aggregator Corp. Technology Subordinated Term Loan 7/21 7/28 2,447 2,420 2,395 0.2 % (7)
Common Stock (1,589 shares) N/A N/A 50 73 — % (7)(30)
2,447 2,470 2,468
Tank Holding Corp Metal & Glass Containers First Lien Senior Secured Term Loan 3/22 3/28 8,003 7,867 7,915 0.7 % (7)(8)(12)
First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 3/28 2,459 2,376 2,430 0.2 % (7)(8)(12)(31)
Revolver SOFR + 5.75%, 11.2% Cash 3/28 233 219 223 — % (7)(8)(12)(31)
10,695 10,462 10,568
Tanqueray Bidco Limited Technology First Lien Senior Secured Term Loan 11/22 11/29 1,730 1,502 1,730 0.1 % (3)(7)(8)(16)(31)
1,730 1,502 1,730
Team Air Distributing, LLC Consumer Cyclical Subordinated Term Loan 5/23 5/28 600 589 590 — % (7)
Partnership Equity (400,000 units) N/A N/A 400 420 — % (7)(30)
600 989 1,010
Team Car Care, LLC Automotive First Lien Senior Secured Term Loan 2/22 12/24 10,455 10,455 10,382 0.9 % (7)(8)(13)(29)
10,455 10,455 10,382
Team Services Group Services: Consumer First Lien Senior Secured Term Loan 2/22 12/27 9,737 9,737 9,646 0.8 % (8)(14)(29)
Second Lien Senior Secured Term Loan SOFR + 9.00%, 14.9% Cash 12/28 5,000 4,975 4,694 0.4 % (7)(8)(14)(29)
14,737 14,712 14,340
Techone B.V. Technology First Lien Senior Secured Term Loan 11/21 11/28 3,881 3,801 3,814 0.3 % (3)(7)(8)(10)
Revolver IBOR + 5.50%, 9.3% Cash 5/28 210 190 201 — % (3)(7)(8)(10)(31)
4,091 3,991 4,015
Tencarva Machinery Company, LLC Capital Equipment First Lien Senior Secured Term Loan 12/21 12/27 6,262 6,185 6,226 0.5 % (7)(8)(13)
Revolver SOFR + 5.00%, 10.6% Cash 12/27 — (13) (6) — % (7)(8)(13)(31)
6,262 6,172 6,220
Terrybear, Inc. Consumer Products Subordinated Term Loan 4/22 4/28 274 270 260 — % (7)
Partnership Equity (24,358.97 units) N/A N/A 239 115 — % (7)(30)
274 509 375

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan SOFR + 4.25%, 9.6% Cash 10/21 12/27 $ 830 $ 796 $ 830 0.1 % (7)(8)(13)(31)
Revolver SOFR+ 4.25%, 9.6% Cash 10/21 12/27 — (10) — — % (7)(8)(13)(31)
Subordinated Term Loan SOFR + 7.75%, 13.2% Cash 10/21 12/27 3,598 3,548 3,578 0.3 % (7)(8)(14)
4,428 4,334 4,408
The Cleaver-Brooks Company, Inc. Capital Equipment First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 7/22 7/28 12,679 12,475 12,680 1.1 % (7)(8)(12)
Revolver SOFR + 5.75%, 11.1% Cash 7/22 7/28 — (49) — — % (7)(8)(12)(31)
Subordinated Term Loan 12.5% PIK 7/22 7/29 4,940 4,863 4,882 0.4 % (7)
17,619 17,289 17,562
The Hilb Group, LLC Insurance Brokerage First Lien Senior Secured Term Loan SOFR + 5.75%, 11.2% Cash 12/19 12/26 11,404 11,259 11,317 0.9 % (7)(8)(12)(31)
11,404 11,259 11,317
The Octave Music Group, Inc. Media: Diversified & Production Second Lien Senior Secured Term Loan SOFR + 7.50%, 12.8% Cash 4/22 4/30 4,276 4,204 4,240 0.4 % (7)(8)(13)
Partnership Equity (676,880.98 units) N/A 4/22 N/A 677 2,152 0.2 % (7)(30)
4,276 4,881 6,392
Total Safety U.S. Inc. Diversified Support Services First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 11/19 8/25 5,730 5,654 5,433 0.5 % (8)(12)
First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash,<br><br>5.0% PIK 7/22 8/25 3,717 3,717 3,717 0.3 % (7)(8)(12)
9,447 9,371 9,150
Trader Corporation Technology First Lien Senior Secured Term Loan CDOR + 6.75%, 12.2% Cash 12/22 12/29 4,692 4,428 4,617 0.4 % (3)(7)(8)(21)
Revolver CDOR + 6.75%, 12.2% Cash 12/22 12/28 — (7) (6) — % (3)(7)(8)(21)(31)
4,692 4,421 4,611
Transit Technologies LLC Software First Lien Senior Secured Term Loan SOFR + 4.75%, 10.3% Cash 2/20 2/25 6,035 6,009 6,035 0.5 % (7)(8)(13)
6,035 6,009 6,035
Transportation Insight, LLC Air Freight & Logistics First Lien Senior Secured Term Loan SOFR + 4.50%, 10.0% Cash 8/18 12/24 11,113 11,093 10,335 0.9 % (7)(8)(14)
11,113 11,093 10,335
Trident Maritime Systems, Inc. Aerospace & Defense First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 2/21 2/27 15,764 15,619 15,409 1.3 % (7)(8)(13)
15,764 15,619 15,409
Trintech, Inc. Technology First Lien Senior Secured Term Loan SOFR + 6.50%, 11.9% Cash 7/23 7/29 6,964 6,766 6,790 0.6 % (7)(8)(12)
Revolver SOFR + 6.50%, 11.9% Cash 7/23 7/29 153 138 140 — % (7)(8)(12)(31)
7,117 6,904 6,930
Truck-Lite Co., LLC Automotive Parts & Equipment First Lien Senior Secured Term Loan SOFR + 6.25%, 11.7% Cash 12/19 12/26 19,158 18,917 18,967 1.6 % (7)(8)(13)
19,158 18,917 18,967
True Religion Apparel, Inc. Retail Preferred Unit<br><br>(2.8 units) N/A 2/22 N/A — — — % (7)(29)(30)
Common Stock (2.71 shares) N/A 2/22 N/A — — — % (7)(29)(30)
— —
Trystar, LLC Power Distribution Solutions First Lien Senior Secured Term Loan SOFR + 5.25%, 10.6% Cash 5/23 9/27 6,873 6,723 6,739 0.6 % (7)(8)(13)
Class A LLC Units (440.97 units) N/A 9/18 N/A 481 1,323 0.1 % (7)
6,873 7,204 8,062

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
TSYL Corporate Buyer, Inc. Technology First Lien Senior Secured Term Loan SOFR + 4.75%, 10.1% Cash 12/22 12/28 $ 844 $ 806 $ 810 0.1 % (7)(8)(13)(31)
First Lien Senior Secured Term Loan SOFR + 5.00%, 10.4% Cash 12/28 627 584 584 — % (7)(8)(13)
Revolver SOFR + 4.75%, 10.1% Cash 12/28 — (10) (10) — % (7)(8)(13)(31)
Partnership Units (4,673 units) N/A N/A 5 9 — % (7)(30)
1,471 1,385 1,393
Turbo Buyer, Inc. Finance Companies First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 11/21 12/25 8,246 8,149 7,939 0.7 % (7)(8)(13)(31)
8,246 8,149 7,939
Turnberry Solutions, Inc. Consumer Cyclical First Lien Senior Secured Term Loan SOFR + 6.00%, 11.4% Cash 7/21 9/26 4,937 4,881 4,898 0.4 % (7)(8)(13)
4,937 4,881 4,898
UBC Ledgers Holding AB Financial Other First Lien Senior Secured Term Loan STIBOR + 5.25%, 9.3% Cash 12/23 12/30 1,590 1,467 1,529 0.1 % (3)(7)(8)(23)(31)
Revolver STIBOR + 5.25%, 9.3% Cash 6/24 — — — — % (3)(7)(8)(23)(31)
1,590 1,467 1,529
UKFast Leaders Limited Technology First Lien Senior Secured Term Loan SONIA + 4.50%, 4.5% Cash, 3.4% PIK 9/20 9/27 11,918 11,809 10,762 0.9 % (3)(7)(8)(16)
11,918 11,809 10,762
Union Bidco Limited Healthcare First Lien Senior Secured Term Loan SONIA + 6.00%, 11.4% Cash 6/22 6/29 934 873 877 0.1 % (3)(7)(8)(16)(31)
934 873 877
United Therapy Holding III GmbH Healthcare First Lien Senior Secured Term Loan IBOR + 5.75%, 9.9% Cash 4/22 3/29 1,802 1,705 1,312 0.1 % (3)(7)(8)(11)(31)
1,802 1,705 1,312
Unither (Uniholding) Pharma-ceuticals First Lien Senior Secured Term Loan IBOR + 6.25%, 10.2% Cash 3/23 3/30 2,094 1,956 2,037 0.2 % (3)(7)(8)(10)(31)
2,094 1,956 2,037
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) Legal Services First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 11/18 11/24 10,175 10,124 9,883 0.8 % (7)(8)(12)(31)
10,175 10,124 9,883
Utac Ceram Business Services First Lien Senior Secured Term Loan IBOR + 6.65%, 10.1% Cash, 1.8% PIK 9/20 9/27 1,657 1,718 1,559 0.1 % (3)(7)(8)(10)
First Lien Senior Secured Term Loan SOFR + 6.65%, 12.0% Cash, 1.8% PIK 9/27 3,563 3,520 3,353 0.3 % (3)(7)(8)(13)
5,220 5,238 4,912
Validity, Inc. IT Consulting & Other Services First Lien Senior Secured Term Loan SOFR + 5.25%, 10.7% Cash 7/19 5/26 4,783 4,741 4,783 0.4 % (7)(8)(12)
4,783 4,741 4,783
Velocity Pooling Vehicle, LLC Automotive Common Stock (4,676 shares) N/A 2/22 N/A 60 2 — % (7)(29)(30)
Warrants<br><br>(5,591 units) N/A N/A 72 3 — % (7)(29)(30)
132 5
Victoria Bidco Limited Industrial Machinery First Lien Senior Secured Term Loan SONIA + 6.50%, 11.4% Cash 3/22 1/29 3,974 4,066 3,573 0.3 % (3)(7)(8)(16)
3,974 4,066 3,573
Vision Solutions Inc. Business Equipment & Services Second Lien Senior Secured Term Loan SOFR + 7.25%, 12.9% Cash 2/22 4/29 6,500 6,497 5,908 0.5 % (8)(13)(29)
6,500 6,497 5,908
VistaJet Pass Through Trust 2021-1B Airlines Structured Secured Note - Class B 6.3% Cash 11/21 2/29 3,929 3,929 3,262 0.3 % (7)
3,929 3,929 3,262

All values are in Euros.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Vital Buyer, LLC Technology First Lien Senior Secured Term Loan SOFR + 5.50%, 10.9% Cash 6/21 6/28 $ 7,526 $ 7,423 $ 7,526 0.6 % (7)(8)(13)
Partnership Units (16,442.9 units) N/A 6/21 N/A 164 434 — % (7)(30)
7,526 7,587 7,960
VOYA CLO 2015-2, LTD. Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 0.00% 2/22 7/27 10,736 2,541 91 — % (3)(29)(30)
10,736 2,541 91
VOYA CLO 2016-2, LTD. Multi-Sector Holdings Subordinated Structured Notes Residual Interest, current yield 0.00% 2/22 7/28 11,088 2,717 943 0.1 % (3)(29)(30)
11,088 2,717 943
W2O Holdings, Inc. Healthcare Technology First Lien Senior Secured Term Loan SOFR + 5.25%, 10.6% Cash 10/20 6/25 5,903 5,894 5,785 0.5 % (7)(13)
5,903 5,894 5,785
Watermill-QMC Midco, Inc. Automotive Equity (1.62% Partnership Interest) N/A 2/22 N/A — — — % (7)(29)(30)
— —
WEST-NR ACQUISITIONCO, LLC Insurance First Lien Senior Secured Term Loan SOFR + 6.25%, 11.7% Cash 8/23 12/27 2,494 2,402 2,403 0.2 % (7)(8)(13)(31)
2,494 2,402 2,403
Wheels Up Experience Inc Transportation Services First Lien Senior Secured Term Loan 12.0% Cash 9/22 10/29 10,744 10,366 9,884 0.8 % (7)
10,744 10,366 9,884
Whitcraft Holdings, Inc. Aerospace & Defense First Lien Senior Secured Term Loan SOFR + 7.00%, 12.3% Cash 2/23 2/29 8,612 8,304 8,345 0.7 % (7)(8)(13)
Revolver SOFR + 7.00%, 12.3% Cash 2/23 2/29 126 61 67 — % (7)(8)(13)(31)
LP Units (63,087.10 units) N/A 2/23 N/A 631 804 0.1 % (7)(30)
8,738 8,996 9,216
White Bidco Limited Technology First Lien Senior Secured Term Loan SOFR + 6.00%, 11.4% Cash 10/23 10/30 1,749 1,688 1,687 0.1 % (3)(7)(8)(13)(31)
1,749 1,688 1,687
Wok Holdings Inc. Retail First Lien Senior Secured Term Loan SOFR + 6.25%, 11.8% Cash 2/22 3/26 48 47 47 — % (8)(13)(29)
48 47 47
Woodland Foods, LLC Food & Beverage First Lien Senior Secured Term Loan SOFR + 5.75%, 11.4% Cash 12/21 12/27 5,387 5,312 4,946 0.4 % (7)(8)(13)
Revolver SOFR + 5.75%, 11.4% Cash 12/21 12/27 1,562 1,531 1,378 0.1 % (7)(8)(13)(31)
Common Stock (1,663.30 shares) N/A 12/21 N/A 1,663 1,012 0.1 % (7)(30)
6,949 8,506 7,336
World 50, Inc. Professional Services First Lien Senior Secured Term Loan SOFR + 4.50%, 10.1% Cash 1/20 1/26 2,428 2,398 2,414 0.2 % (7)(8)(13)
First Lien Senior Secured Term Loan SOFR + 4.50%, 10.1% Cash 9/20 1/26 8,797 8,713 8,760 0.7 % (7)(8)(13)
11,225 11,111 11,174
WWEC Holdings III Corp Capital Goods First Lien Senior Secured Term Loan SOFR + 5.75%, 11.1% Cash 10/22 10/28 12,346 12,104 12,346 1.0 % (7)(8)(13)
Revolver SOFR + 5.75%, 11.1% Cash 10/22 10/28 466 419 466 — % (7)(8)(13)(31)
12,812 12,523 12,812
Xeinadin Bidco Limited Financial Other First Lien Senior Secured Term Loan SONIA + 5.25%, 10.4% Cash 5/22 5/29 6,575 6,240 6,448 0.5 % (3)(7)(8)(16)(31)
Subordinated Term Loan 11.0% PIK 5/22 5/29 3,294 3,118 3,241 0.3 % (3)(7)
Common Stock (45,665,825 shares) N/A 5/22 N/A 565 582 — % (3)(7)(30)
9,869 9,923 10,271

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
ZB Holdco LLC Food & Beverage First Lien Senior Secured Term Loan SOFR + 6.00%, 11.5% Cash 2/22 2/28 $ 6,339 $ 6,189 $ 6,271 0.5 % (7)(8)(13)(31)
Revolver SOFR + 6.00%, 11.5% Cash 2/22 2/28 — (12) (6) — % (7)(8)(13)(31)
LLC Units<br><br>(152.69 units) N/A 2/22 2/28 153 172 — % (7)
6,339 6,330 6,437
Zeppelin Bidco Limited Services: Business First Lien Senior Secured Term Loan SONIA + 6.00%, 11.4% Cash 3/22 3/29 6,169 6,196 5,718 0.5 % (3)(7)(8)(16)(31)
6,169 6,196 5,718
Subtotal Non–Control / Non–Affiliate Investments (166.8%)* 2,065,415 2,053,548 1,995,372
Affiliate Investments: (4)
Celebration Bidco, LLC Chemicals, Plastics, & Rubber First Lien Senior Secured Term Loan SOFR + 8.00%, 13.3% Cash 12/23 12/30 6,214 6,214 6,214 0.5 % (7)(13)
Common Stock (1,243,071 shares) N/A 12/23 N/A 12,177 12,177 1.0 % (7)(30)
6,214 18,391 18,391
Coastal Marina Holdings, LLC Hotel, Gaming & Leisure Subordinated Term Loan 10.0% PIK 11/21 11/31 7,294 6,919 6,868 0.6 % (7)
Subordinated Term Loan 8.0% Cash 11/21 11/31 16,619 15,595 15,649 1.3 % (7)
LLC Units (2,407,825 units) N/A 11/21 N/A 10,944 12,160 1.0 % (7)(30)
23,913 33,458 34,677
Eclipse Business Capital, LLC Banking, Finance, Insurance & Real Estate Revolver SOFR + 7.25%, 12.6% Cash 7/21 7/28 5,545 5,457 5,545 0.5 % (7)(12)(31)
Second Lien Senior Secured Term Loan 7.5% Cash 7/21 7/28 4,545 4,513 4,545 0.4 % (7)
LLC Units (89,447,396 units) N/A 7/21 N/A 92,963 145,799 12.2 % (7)
10,090 102,933 155,889
Hylan Datacom & Electrical LLC Construction & Building First Lien Senior Secured Term Loan SOFR + 8.00%, 13.4% Cash 2/22 3/26 3,917 3,746 3,917 0.3 % (7)(8)(13)
Second Lien Senior Secured Term Loan SOFR + 3.00%, 8.5% Cash 2/22 3/27 4,519 4,519 4,519 0.4 % (7)(8)(13)
Common Stock (102,144 shares) N/A 2/22 N/A 5,219 2,013 0.2 % (7)(30)
8,436 13,484 10,449
Jocassee Partners LLC Investment Funds & Vehicles 9.1% Member Interest N/A 6/19 N/A 35,158 41,053 3.4 % (3)(31)
35,158 41,053
Rocade Holdings LLC Other Financial Preferred LP Units (67,500 units) SOFR + 6.0% PIK, 11.3% PIK 2/23 N/A 73,112 73,113 6.1 % (7)(13)(31)
Common LP Units (23.8 units) N/A 2/23 N/A — 844 0.1 % (7)(30)
73,112 73,957
Sierra Senior Loan Strategy JV I LLC Joint Venture 89.01% Member Interest N/A 2/22 N/A 48,441 39,172 3.3 % (3)(29)
48,441 39,172
Thompson Rivers LLC Investment Funds & Vehicles 16% Member Interest N/A 6/20 N/A 28,888 13,365 1.1 % (30)
28,888 13,365

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company(6) Industry (32) Investment Type (1) (2) (33) Interest Acq. Date Maturity Date Principal<br>Amount Cost Fair<br>Value % of Net Assets * Notes
Waccamaw River LLC Investment Funds & Vehicles 20% Member Interest N/A 2/21 N/A $ 25,000 $ 15,470 1.3 % (3)(30)
25,000 15,470
Subtotal Affiliate Investments (33.6%)* 48,653 378,865 402,423
Control Investments:(5)
Black Angus Steakhouses, LLC Hotel, Gaming & Leisure First Lien Senior Secured Term Loan 14.4% PIK 2/22 1/25 7,166 6,977 7,166 0.6 % (7)(8)(12)(29)
First Lien Senior Secured Term Loan 10.0% PIK 2/22 1/25 33,393 9,628 4,869 0.4 % (7)(27)(29)
LLC Units<br><br>(44.6 units) N/A 2/22 N/A — — — % (7)(29)(30)
40,559 16,605 12,035
MVC Automotive Group GmbH Automotive Bridge Loan 4.5% Cash, 1.5% PIK 12/20 12/24 9,762 9,762 9,762 0.8 % (3)(7)(28)
Common Equity Interest<br><br>(18,000 shares) N/A 12/20 N/A 9,553 15,430 1.3 % (3)(7)(28)(30)
9,762 19,315 25,192
MVC Private Equity Fund LP Investment Funds & Vehicles General Partnership Interest<br><br>(1,831.4 units) N/A 3/21 N/A 201 24 — % (3)(28)(30)
Limited Partnership Interest<br><br>(71,790.4 units) N/A 3/21 N/A 7,959 981 0.1 % (3)(28)(30)
8,160 1,005
Security Holdings B.V. Electrical Engineering Bridge Loan 5.0% PIK 12/20 5/24 6,328 6,328 6,328 0.5 % (3)(7)(28)
Revolver 6.0% Cash 9/23 6/25 3,866 3,818 3,866 0.3 % (3)(7)(28)(31)
Senior Unsecured Term Loan 6.0% Cash, 9.0% PIK 4/21 4/25 2,236 2,318 2,236 0.2 % (3)(7)(28)(31)
Senior Subordinated Term Loan 3.1% PIK 12/20 5/24 10,867 10,867 10,867 0.9 % (3)(7)(28)
Common Stock Series A<br><br>(17,100 shares) N/A 2/22 N/A 560 311 — % (3)(7)(28)(30)
Common Stock Series B<br><br>(1,236 shares) N/A 12/20 N/A 35,192 29,080 2.4 % (3)(7)(28)(30)
23,297 59,083 52,688
Subtotal Control Investments (7.6%)* 73,618 103,163 90,920
Total Investments, December 31, 2023 (208.0%)* $ 2,187,686 $ 2,535,576 $ 2,488,715

Derivative Instruments

Credit Support Agreements:
Description(d) Counterparty Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c) Barings LLC 01/01/31 $ 23,000 $ 17,300 $ 3,700
Sierra Credit Support Agreement(e)(f)(g) Barings LLC 04/01/32 100,000 40,500 (3,900)
Total Credit Support Agreements, December 31, 2023 $ 123,000 $ 57,800 $ (200)

(a)        The MVC Credit Support Agreement covers all of the investments acquired by the Company from MVC in connection with the MVC Acquisition and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the MVC Reference Portfolio. Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (28).

(b)        The Company and Barings entered into the MVC Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.

(c)        Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

(d)        See “Note 2. Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.

(e)        The Sierra Credit Support Agreement covers all of the investments acquired by the Company from Sierra in connection with the Sierra Merger and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the Sierra Reference Portfolio. Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (29).

(f)        The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.

(g)        Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.

Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Counterparty Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) $830 A$1,264 Citibank, N.A. 01/10/24 $ (33)
Foreign currency forward contract (AUD) $41,568 A$64,984 Mitsubishi UFJ Financial Group 01/10/24 (2,784)
Foreign currency forward contract (CAD) $126 C$173 Bank of America, N.A. 01/10/24 (4)
Foreign currency forward contract (CAD) $7,032 C$9,597 HSBC Bank USA 01/10/24 (247)
Foreign currency forward contract (DKK) $9 65kr. Bank of America, N.A. 01/10/24 —
Foreign currency forward contract (DKK) $7 47kr. BNP Paribas SA 01/10/24 —
Foreign currency forward contract (DKK) $333 2,354kr. HSBC Bank USA 01/10/24 (16)
Foreign currency forward contract (EUR) $86,266 €81,489 Bank of America, N.A. 01/10/24 (3,775)
Foreign currency forward contract (NZD) $159 NZ$271 BNP Paribas 01/10/24 (12)
Foreign currency forward contract (NZD) $170 NZ$270 Citibank, N.A. 01/10/24 (1)
Foreign currency forward contract (NZD) $8,287 NZ$13,912 HSBC Bank USA 01/10/24 (522)
Foreign currency forward contract (NOK) $72 740kr BNP Paribas SA 01/10/24 (1)
Foreign currency forward contract (NOK) $3,920 42,309kr Citibank, N.A. 01/10/24 (247)
Foreign currency forward contract (GBP) $60,925 £50,203 Citibank, N.A. 01/10/24 (3,077)
Foreign currency forward contract (SEK) $24 261kr BNP Paribas 01/10/24 (2)
Foreign currency forward contract (SEK) $1,190 12,500kr Citibank, N.A. 01/10/24 (51)
Foreign currency forward contract (SEK) $203 2,228kr HSBC Bank USA 01/10/24 (18)
Foreign currency forward contract (CHF) $124 104Fr. BNP Paribas 01/10/24 1
Foreign currency forward contract (CHF) $5,966 5,418Fr. Citibank, N.A. 01/10/24 (475)
Total Foreign Currency Forward Contracts, December 31, 2023 $ (11,264)

*    Fair value as a percentage of net assets.

(1)All debt investments are income producing, unless otherwise noted. The Adviser determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Board, and the 1940 Act. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to SOFR, EURIBOR, BBSY, STIBOR, Canadian Dollar Offer Rate (“CDOR”), SONIA, SARON, NIBOR, BKBM or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.

(2)All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 2023 represented 208.0% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.

(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 28.8% of total investments at fair value as of December 31, 2023. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).

(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the year ended December 31, 2023 were as follows:

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

December 31, 2022 <br>Value Gross Additions<br>(a) Gross Reductions (b) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) December 31, 2023<br> Value Amount of Interest or Dividends Credited to Income(c)
Portfolio Company Type of Investment
1888 Industrial Services, LLC(d) First Lien Senior Secured Term Loan (SOFR + 5.00%) $ — $ 41 $ (41) $ (418) $ 418 $ — $ 67
Revolver (SOFR + 5.00%) 1,263 14 (1,156) (357) 236 — 127
Warrants (7,546.76 units) — — — — — — —
1,263 55 (1,197) (775) 654 — 194
Celebration Bidco, LLC(d) First Lien Senior Secured Term Loan (SOFR + 8.00%,<br><br>13.3% Cash) — 6,214 — — — 6,214 —
Common Stock<br><br>(1,243,071 shares) — 12,177 — — — 12,177 —
— 18,391 — — — 18,391 —
Coastal Marina Holdings, LLC<br><br>(d) Subordinated Term Loan<br><br>(8.0% Cash) — 15,632 — — 17 15,649 715
Subordinated Term Loan (10.0% PIK) — 6,879 — — (11) 6,868 371
LLC Units (2,407,825 units) — 12,732 — — (572) 12,160 —
— 35,243 — — (566) 34,677 1,086
Eclipse Business Capital, LLC(d) Revolver (SOFR + 7.25%, 12.6%, Cash) 5,273 35,201 (34,909) — (20) 5,545 408
Second Lien Senior Secured Term Loan (7.5% Cash) 4,545 6 — — (6) 4,545 347
LLC units (89,447,396 units) 135,066 354 (621) — 11,000 145,799 14,498
144,884 35,561 (35,530) — 10,974 155,889 15,253
Hylan Datacom & Electrical LLC(d) First Lien Senior Secured Term Loan (SOFR + 8.00%, 13.4% Cash) 3,917 75 — — (75) 3,917 592
Second Lien Senior Secured Term Loan (SOFR + 3.00%, 8.5% Cash) 4,098 421 — — — 4,519 665
Common Stock<br><br>(102,144 shares) 4,496 — — — (2,483) 2,013 —
12,511 496 — — (2,558) 10,449 1,257
Jocassee Partners LLC 9.1% Member Interest 40,088 — — — 965 41,053 5,709
40,088 — — — 965 41,053 5,709
Kemmerer Operations, LLC(d) First Lien Senior Secured Term Loan (15.0% PIK) 1,565 237 (1,802) — — — 156
Common Stock (6.78 shares) 1,181 — (2,300) 711 408 — —
2,746 237 (4,102) 711 408 — 156
Rocade Holdings LLC(d) Preferred LP Units (67,500 units) (SOFR + 6.0% PIK, 11.3% PIK) — 73,113 — — — 73,113 5,612
Common LP Units (23.8 units) — — — — 844 844 —
— 73,113 — — 844 73,957 5,612
Sierra Senior Loan Strategy JV I LLC 89.01% Member Interest 37,950 — (1,780) — 3,002 39,172 5,655
37,950 — (1,780) — 3,002 39,172 5,655
Thompson Rivers LLC 16% Member Interest 30,339 — (17,733) — 759 13,365 —
30,339 — (17,733) — 759 13,365 —
Waccamaw River LLC 20% Member Interest 20,212 2,480 — — (7,222) 15,470 1,460
20,212 2,480 — — (7,222) 15,470 1,460
Total Affiliate Investments $ 289,993 $ 165,576 $ (60,342) $ (64) $ 7,260 $ 402,423 $ 36,382

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

(a)    Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)    Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.

(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.

(d)    The fair value of the investment was determined using significant unobservable inputs.

(5)    As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2023 in which the portfolio company is deemed to be a “Control Investment” of the Company were as follows:

December 31, 2022<br>Value Gross Additions<br>(a) Gross Reductions (b) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) December 31, 2023<br>Value Amount of Interest or Dividends Credited to Income(c)
Portfolio Company Type of Investment
Black Angus Steakhouses, LLC(d) First Lien Senior Secured Term Loan (14.4% PIK) $ 5,647 $ 1,330 $ — $ — $ 189 $ 7,166 $ 1,401
First Lien Senior Secured Term Loan (10.0% PIK)(e) 9,147 — — — (4,278) 4,869 —
LLC Units (44.6 units) — — — — — — —
14,794 1,330 — — (4,089) 12,035 1,401
MVC Automotive Group GmbH(d) Bridge Loan (4.5% Cash, 1.5% PIK) 7,149 2,613 — — — 9,762 587
Common Equity Interest (18,000 Shares) 9,675 — — — 5,755 15,430 —
16,824 2,613 — — 5,755 25,192 587
MVC Private Equity Fund LP General Partnership Interest<br><br>(1,831.4 units) 45 — (24) — 3 24 95
Limited Partnership Interest<br><br>(71,790.4 units) 1,793 — (940) — 128 981 —
1,838 — (964) — 131 1,005 95
Security Holdings B.V(d) Bridge Loan (5.0% PIK) 6,020 308 — — — 6,328 309
Revolver (6.0% Cash) — 3,840 (22) — 48 3,866 168
Senior Subordinated Term Loan (3.1% PIK) 10,534 333 — — — 10,867 379
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK) 2,015 154 — — 67 2,236 374
Common Stock Series A (17,100 shares) 575 — — — (264) 311 —
Common Stock Series B (1,236 shares) 53,728 — — — (24,648) 29,080 —
72,872 4,635 (22) — (24,797) 52,688 1,230
Total Control Investments $ 106,328 $ 8,578 $ (986) $ — $ (23,000) $ 90,920 $ 3,313

(a)    Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)    Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.

(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.

(d)    The fair value of the investment was determined using significant unobservable inputs.

(e)    Non-accrual investment.

(6)All of the investment is or will be encumbered as security for the Company’s $1,065.0 million February 2019 Credit Facility with ING.

(7)The fair value of the investment was determined using significant unobservable inputs.

(8)Debt investment includes interest rate floor feature.

(9)The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2023 was 3.84500%.

(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2023 was 3.90900%.

(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2023 was 3.86100%.

(12)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2023 was 5.35472%.

(13)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2023 was 5.33140%.

(14)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2023 was 5.15772%.

(15)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2023 was 5.19920%.

(16)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2023 was 5.20530%.

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

(17)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2023 was 5.13220%.

(18)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2023 was 4.31000%.

(19)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2023 was 4.35750%.

(20)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2023 was 4.44500%.

(21)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 2023 was 5.45500%.

(22)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2023 was 5.44750%.

(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2023 was 4.05200%.

(24)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2023 was 5.63000%.

(25)The interest rate on these loans is subject to 6 Month SARON, which as of December 31, 2023 was 1.69524%.

(26)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2023 was 4.59000%.

(27)Non-accrual investment.

(28)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.

(29)Investment was purchased as part of the Sierra Merger and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.

(30)Investment is non-income producing.

(31)Position or portion thereof is an unfunded loan or equity commitment.

(32)A summary of the Company’s investment portfolio by industry at fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands) December 31, 2023 Percent of Portfolio Percent of Total Net Assets
Aerospace and Defense $ 132,498 5.3 % 11.1 %
Automotive 80,828 3.3 6.7
Banking, Finance, Insurance and Real Estate 401,816 16.1 33.6
Beverage, Food and Tobacco 23,135 0.9 1.9
Capital Equipment 128,706 5.2 10.8
Chemicals, Plastics, and Rubber 35,897 1.5 3.0
Construction and Building 30,387 1.2 2.5
Consumer goods: Durable 47,074 1.9 3.9
Consumer goods: Non-durable 28,210 1.1 2.4
Containers, Packaging and Glass 37,524 1.5 3.1
Energy: Electricity 20,874 0.8 1.7
Energy: Oil and Gas 3,240 0.1 0.3
Environmental Industries 53,484 2.1 4.5
Healthcare & Pharmaceuticals 216,952 8.7 18.1
High Tech Industries 303,082 12.2 25.4
Hotel, Gaming and Leisure 54,256 2.2 4.5
Investment Funds and Vehicles 110,066 4.4 9.2
Media: Advertising, Printing and Publishing 39,447 1.6 3.3
Media: Broadcasting and Subscription 13,277 0.5 1.1
Media: Diversified and Production 64,559 2.6 5.4
Metals and Mining 8,993 0.4 0.8
Services: Business 326,762 13.2 27.3
Services: Consumer 61,409 2.5 5.1
Structured Products 102,922 4.1 8.6
Telecommunications 27,565 1.1 2.3
Transportation: Cargo 96,450 3.9 8.1
Transportation: Consumer 11,951 0.5 1.0
Utilities: Electric 22,696 0.9 1.9
Utilities: Oil and Gas 4,655 0.2 0.4
Total $ 2,488,715 100.0 % 208.0 %

Barings BDC, Inc.

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except share amounts)

(33)A summary of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands) Cost Percent of<br>Total<br>Portfolio Fair Value Percent of<br>Total <br>Portfolio Percent of<br>Total <br>Net Assets
December 31, 2023:
Senior debt and 1st lien notes $ 1,705,353 67 % $ 1,670,300 67 % 140 %
Subordinated debt and 2nd lien notes 256,850 10 238,215 10 20
Structured products 107,314 4 93,038 4 8
Equity shares 320,335 13 374,704 15 31
Equity warrants 76 — 2,392 — —
Investments in joint ventures / PE fund 145,648 6 110,066 4 9
$ 2,535,576 100 % $ 2,488,715 100 % 208 %

See accompanying notes.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

The Company and its wholly-owned subsidiaries are specialty finance companies. The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company (“BDC”) under the 1940 Act. The Company has elected for federal income tax purposes to be treated and intends to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Organization

The Company is a Maryland corporation incorporated on October 10, 2006. On August 2, 2018, the Company entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) and became an externally-managed BDC managed by Barings LLC (“Barings” or the “Adviser”). An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and administration agreement. Instead of the Company directly compensating employees, the Company pays the Adviser for investment and management services pursuant to the terms of the Barings BDC Advisory Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) and reimburses Barings, in its role as the Company’s administrator, for its provision of administrative services to the Company pursuant to the Administration Agreement. See “Note 2. Agreements and Related Party Transactions” for additional information regarding the Company’s investment advisory agreement and administration agreement.

Basis of Presentation

The financial statements of the Company include the accounts of Barings BDC, Inc. and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC Topic 946”). ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Unaudited and Audited Consolidated Balance Sheets at fair value, as discussed further in “Note 3. Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statements of Operations.

The accompanying Unaudited Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the Unaudited Consolidated Financial Statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year. Additionally, the Unaudited Consolidated Financial Statements and accompanying notes should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2023. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the Unaudited Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Recently Issued Accounting Standards

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”), which affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The effective dates for the amendments in ASU 2022-03 are for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company determined this guidance will not have a material impact on its consolidated financial statements.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

In November 2023, the FASB issued Accounting Standards Update, 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which applies to all entities that are required to report segment information in accordance with Topic 280, Segment Reporting. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The effective dates for the amendments in ASU 2023-07 are for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

Share Purchase Programs

On February 23, 2023, the Board authorized a 12-month share repurchase program (the “Prior Share Repurchase Program”). Under the Prior Share Repurchase Program, the Company was able to repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0 million in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value (“NAV”) per share. The timing, manner, price and amount of any share repurchases was determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal, contractual and regulatory requirements and other factors. The Prior Share Repurchase Program terminated on March 1, 2024. The Prior Share Repurchase Program did not require the Company to repurchase any specific number of shares, and the Company could not assure stockholders that any shares would have been repurchased under the program. During both the three and nine months ended September 30, 2024, the Company did not repurchase any shares pursuant to the Prior Share Repurchase Program. During the year ended December 31, 2023, the Company repurchased a total of 1,849,096 shares of common stock in the open market under the Prior Share Repurchase Program at an average price of $7.99 per share, including brokerage commissions.

On February 22, 2024, the Board authorized a new 12-month share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company may repurchase, during the 12-month period commencing on March 1, 2024, up to $30.0 million in the aggregate of its outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal, contractual and regulatory requirements and other factors. The Share Repurchase Program is expected to be in effect until March 1, 2025, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The Share Repurchase Program does not require the Company to repurchase any specific number of shares, and the Company cannot assure stockholders that any shares will be repurchased under the Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the three months ended September 30, 2024, the Company repurchased a total of 199,054 shares of its common stock in the open market under the Share Repurchase Program at an average price of $9.84 per share, including brokerage commissions. During the nine months ended September 30, 2024, the Company repurchased a total of 508,132 shares of its common stock in the open market under the Share Repurchase Program at an average price of $9.79 per share, including brokerage commissions.

2. AGREEMENTS AND RELATED PARTY TRANSACTIONS

On August 2, 2018, the Company entered into the Original Advisory Agreement and the Administration Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. In connection with the completion of the Company’s acquisition of MVC on December 23, 2020 (the “MVC Acquisition”), the Company entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with the Adviser, following approval of the Amended and Restated Advisory Agreement by the Company’s stockholders at its December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021.

The Amended and Restated Advisory Agreement amended the Original Advisory Agreement to, among other things, (i) reduce the annual base management fee payable to the Adviser from 1.375% to 1.250% of the Company’s gross assets, (ii) reset the commencement date for the rolling 12-quarter “look-back” provision used to calculate the income incentive fee and incentive fee cap to January 1, 2021 from January 1, 2020 and (iii) describe the fact that the Company may enter into guarantees, sureties and other credit support arrangements with respect to one or more of its investments, including the impact of these arrangements on the income incentive fee cap.

In connection with the completion of the Company’s acquisition of Sierra on February 25, 2022 (the “Sierra Merger”), the Company entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser, which increased the hurdle rate applicable to the income incentive fee from 2.0% to 2.0625% per quarter (or from 8.0% to 8.25% annualized) and therefore increased the catch-up amount that is used in calculating the income incentive fee to correspond to the increase in the hurdle rate. All other terms and provisions of the Amended and Restated Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the other fees

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

payable to the Adviser, remained unchanged under the Second Amended Barings BDC Advisory Agreement. On June 24, 2023, the Company entered into a third amended and restated investment advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24 of each year subject to annual re-approval in accordance with its terms (the “Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the fees payable to the Adviser, remain unchanged under the Barings BDC Advisory Agreement.

Investment Advisory Agreement

Pursuant to the Barings BDC Advisory Agreement, the Adviser manages the Company’s day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes; (iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

The Barings BDC Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Barings BDC Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the Barings BDC Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Barings BDC Advisory Agreement is not adversely affected.

The Adviser has entered into a personnel-sharing arrangement with its affiliate, Baring International Investment Limited (“BIIL”). BIIL is a wholly-owned subsidiary of Baring Asset Management Limited, which in turn is an indirect, wholly-owned subsidiary of the Adviser. Pursuant to this arrangement, certain employees of BIIL may serve as “associated persons” of the Adviser and, in this capacity, subject to the oversight and supervision of the Adviser, may provide research and related services, and discretionary investment management and trading services (including acting as portfolio managers) to the Company on behalf of the Adviser. This arrangement is based on no-action letters of the staff of the Securities and Exchange Commission (the “SEC”) that permit SEC-registered investment advisers to rely on and use the resources of advisory affiliates or “participating affiliates,” subject to the supervision of that SEC-registered investment adviser. BIIL is a “participating affiliate” of the Adviser, and the BIIL employees are “associated persons” of the Adviser.

Under the Barings BDC Advisory Agreement, the Company pays the Adviser (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides the Company thereunder.

Base Management Fee

The Base Management Fee is calculated based on the Company’s gross assets, including the Company’s credit support agreements, assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

For the three and nine months ended September 30, 2024, the Base Management Fees determined in accordance with the terms of the Barings BDC Advisory Agreement were approximately $8.0 million and $24.5 million, respectively. For the three and nine months ended September 30, 2023 the Base Management Fees determined in accordance with the terms of the Second Amended Barings BDC Advisory Agreement and Barings BDC Advisory Agreement, as applicable, were approximately $8.3 million and $24.3 million, respectively. As of September 30, 2024, the Base Management Fee of $8.0 million for the three months ended September 30, 2024 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Base Management Fee of $8.3 million for the three months ended December 31, 2023 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.

Incentive Fee

The Incentive Fee consists of two components that are 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 the Company’s income (the “Income-Based Fee”) and a portion is based on the Company’s capital gains (the “Capital Gains Fee”), each as described below:

(i)    The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0625% (8.25% annualized) by the aggregate of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income-Based Fee and the Capital Gains Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The calculation of the Income-Based Fee for each quarter is as follows:

(A) No Income-Based Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;

(B) 100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.578125% (10.3125% annualized) by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and

(C) For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income-Based Fee shall equal 20% of the amount of the Company’s aggregate Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Hurdle Amount and Catch-Up Amount will have been achieved.

Subject to the Incentive Fee Cap described below, the amount of the Income-Based Fee that will be paid to the Adviser for a particular quarter will equal the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

(ii)    The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fee that was paid to the Adviser in the preceding

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Income-Based Fee to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Income-Based Fee for such quarter.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in the Company’s financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.

(iii)    The Capital Gains Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate realized capital gains, in each case calculated from August 2, 2018. If such amount is positive at the end of such year, then the Capital Gains Fee payable for such year is equal to 20% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years commencing with the calendar year ended on December 31, 2018. If such amount is negative, then there is no Capital Gains Fee payable for such year. If this Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.

Under the Barings BDC Advisory Agreement, the “cumulative aggregate realized capital gains” are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.

The cumulative aggregate realized capital losses are calculated as the sum of the differences, if negative, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.

The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.

Under the Barings BDC Advisory Agreement, the “accreted or amortized cost basis of an investment” shall mean the accreted or amortized cost basis of such investment as reflected in the Company’s financial statements.

For the three and nine months ended September 30, 2024, the Income-Based Fees determined in accordance with the terms of the Barings BDC Advisory Agreement were $6.6 million and $15.9 million, respectively. For the three and nine months ended September 30, 2023, the Income-Based Fees determined in accordance with the terms of the Second Amended Barings BDC Advisory Agreement and Barings BDC Advisory Agreement, as applicable, were $4.6 million and $24.3 million, respectively. As of September 30, 2024, the Income-Based Fee of $6.6 million was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Income-Based Fee of $7.7 million was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.

The Company did not incur any capital gains fees for either of the three or nine months ended September 30, 2024 or 2023.

Payment of Company Expenses

Under the Barings BDC Advisory Agreement, all investment professionals of the Adviser and its staff, when and to the extent engaged in providing services required to be provided by the Adviser under the Barings BDC Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Adviser and not by the Company, except that all costs and expenses relating to the Company’s operations and transactions, including, without limitation, those items listed in the Barings BDC Advisory Agreement, will be borne by the Company.

Administration Agreement

Under the terms of the Administration Agreement, the Adviser performs (or oversees, or arranges for, the performance of) the administrative services necessary for the operation of the Company, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Adviser also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, valuation experts, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.

The Company will reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. The costs and expenses incurred by the Adviser on behalf of the Company under the Administration Agreement include, but are not limited to:

•the allocable portion of the Adviser’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

•the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;

•the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. GAAP;

•all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and

•costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements and amendments thereto, prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.

For the three and nine months ended September 30, 2024, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.4 million and $1.4 million, respectively, under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.5 million and $1.6 million, respectively, under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of September 30, 2024, the administrative expenses of $0.4 million for the three months ended September 30, 2024 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the administrative expenses of $0.5 million incurred for the three months ended December 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.

MVC Credit Support Agreement

In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company entered into a Credit Support Agreement (the “MVC Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. A summary of the material terms of the MVC Credit Support Agreement are as follows:

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

•The MVC Credit Support Agreement covers all of the investments in the MVC Reference Portfolio.

•The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the MVC Reference Portfolio over (2) the aggregate realized and unrealized gains on the MVC Reference Portfolio, in each case from the date of the closing of the Company’s merger with MVC through the MVC Designated Settlement Date (as defined below) (up to a $23.0 million cap) (such amount, the “MVC Covered Losses”). For purposes of the MVC Credit Support Agreement, “MVC Designated Settlement Date” means the earlier of (1) January 1, 2031 and (2) the date on which the entire MVC Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the MVC Credit Support Agreement if the aggregate realized and unrealized gains on the MVC Reference Portfolio exceed realized and unrealized losses of the MVC Reference Portfolio on the MVC Designated Settlement Date.

•The Adviser will settle any credit support obligation under the MVC Credit Support Agreement as follows. If the MVC Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the MVC Credit Support Agreement, the Adviser will irrevocably waive during the MVC Waiver Period (as defined below) (1) the Incentive Fees payable under the Barings BDC Advisory Agreement (including any Incentive Fee calculated on an annual basis during the MVC Waiver Period), and (2) in the event that MVC Covered Losses exceed such Incentive Fee, the Base Management Fees payable under the Barings BDC Advisory Agreement. The “MVC Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the MVC Designated Settlement Date occurs. If the MVC Covered Losses exceed the aggregate amount of Incentive Fees and Base Management Fees waived by the Adviser during the MVC Waiver Period, then, on the date on which the last Incentive Fee or Base Management Fee payment would otherwise be due during the MVC Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the MVC Covered Losses and the aggregate amount of Incentive Fees and Base Management Fees previously waived by the Adviser during the MVC Waiver Period.

•The MVC Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the MVC Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the MVC Credit Support Agreement.

The MVC Credit Support Agreement is intended to give stockholders of the combined company following the MVC Acquisition downside protection from net cumulative realized and unrealized losses on the acquired MVC portfolio and insulate the combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the MVC Acquisition. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the MVC Credit Support Agreement. Any cash payment from the Adviser to the Company under the MVC Credit Support Agreement will be excluded from the Company’s Incentive Fee calculations under the Barings BDC Advisory Agreement.

When the Company and the Adviser entered into the MVC Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in “Additional paid-in capital” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. In addition, the MVC Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.

Sierra Credit Support Agreement

In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company entered into a Credit Support Agreement (the “Sierra Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. A summary of the material terms of the Sierra Credit Support Agreement are as follows:

•The Sierra Credit Support Agreement covers all of the investments in the Sierra Reference Portfolio.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

•The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the Sierra Reference Portfolio less (2) the aggregate realized and unrealized gains on the Sierra Reference Portfolio, in each case from the date of the closing of the Company’s merger with Sierra through the Sierra Designated Settlement Date (as defined below) (up to a $100.0 million cap) (such amount, the “Covered Losses”). For purposes of the Sierra Credit Support Agreement, “Sierra Designated Settlement Date” means the earlier of (1) April 1, 2032 and (2) the date on which the entire Sierra Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the Sierra Credit Support Agreement if the aggregate realized and unrealized gains on the Sierra Reference Portfolio exceed realized and unrealized losses of the Sierra Reference Portfolio on the Sierra Designated Settlement Date.

•The Adviser will settle any credit support obligation under the Sierra Credit Support Agreement as follows. If the Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the Sierra Credit Support Agreement, the Adviser will irrevocably waive during the Waiver Period (as defined below) (1) the Incentive Fees payable under the Barings BDC Advisory Agreement (including any Incentive Fee calculated on an annual basis during the Waiver Period), and (2) in the event that Covered Losses exceed such Incentive Fee, the Base Management Fees payable under the Barings BDC Advisory Agreement. The “Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the Sierra Designated Settlement Date occurs. If the Covered Losses exceed the aggregate amount of Incentive Fees and Base Management Fees waived by the Adviser during the Waiver Period, then, on the date on which the last Incentive Fee or Base Management Fee payment would otherwise be due during the Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the Covered Losses and the aggregate amount of Incentive Fees and Base Management Fees previously waived by the Adviser during the Waiver Period.

•The Sierra Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the Sierra Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the Sierra Credit Support Agreement.

The Sierra Credit Support Agreement is intended to give stockholders of the combined company following the Sierra Merger downside protection from net cumulative realized and unrealized losses on the acquired Sierra portfolio and insulate the combined company’s stockholders from potential value volatility and losses in Sierra’s portfolio following the closing of the Company’s merger with Sierra. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the Sierra Credit Support Agreement. Any cash payment from the Adviser to the Company under the Sierra Credit Support Agreement will be excluded from the combined company’s Incentive Fee calculations under the Barings BDC Advisory Agreement.

When the Company and the Adviser entered into the Sierra Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in “Additional paid-in capital” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. In addition, the Sierra Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.

3. INVESTMENTS

Portfolio Composition

The Company invests predominately in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Structured product investments include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC-registered funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:

($ in thousands) Cost Percentage of<br>Total Portfolio Fair Value Percentage of<br>Total Portfolio Percentage of<br>Total <br>Net Assets
September 30, 2024:
Senior debt and 1st lien notes $ 1,659,800 68 % $ 1,632,057 68 % 137 %
Subordinated debt and 2nd lien notes 214,860 9 199,971 8 17
Structured products 99,154 4 91,493 4 7
Equity shares 328,635 13 382,531 16 32
Equity warrants 76 — 2,600 — —
Royalty rights 3,790 — 3,819 — —
Investment in joint ventures / PE fund 140,605 6 104,243 4 9
$ 2,446,920 100 % $ 2,416,714 100 % 202 %
December 31, 2023:
Senior debt and 1st lien notes $ 1,705,353 67 % $ 1,670,300 67 % 140 %
Subordinated debt and 2nd lien notes 256,850 10 238,215 10 20
Structured products 107,314 4 93,038 4 8
Equity shares 320,335 13 374,704 15 31
Equity warrants 76 — 2,392 — —
Investment in joint ventures / PE fund 145,648 6 110,066 4 9
$ 2,535,576 100 % $ 2,488,715 100 % 208 %

During the three months ended September 30, 2024, the Company made 11 new investments totaling $88.4 million and made investments in existing portfolio companies totaling $36.6 million. During the nine months ended September 30, 2024, the Company made 30 new investments totaling $195.9 million and made investments in existing portfolio companies totaling $149.9 million.

During the three months ended September 30, 2023, the Company made 10 new investments totaling $64.5 million, made investments in existing portfolio companies totaling $73.4 million. During the nine months ended September 30, 2023, the Company made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $134.2 million, made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation and made additional investments in joint venture equity portfolio companies totaling $2.5 million.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Industry Composition

The industry composition of investments at fair value at September 30, 2024 and December 31, 2023 was as follows:

($ in thousands) September 30, 2024 Percent<br>of<br>Portfolio Percent of<br>Total Net<br>Assets December 31, 2023 Percent<br>of<br>Portfolio Percent of<br>Total Net<br>Assets
Aerospace and Defense $ 110,084 4.6 % 9.2 % $ 132,498 5.3 % 11.1 %
Automotive 52,532 2.2 4.4 80,828 3.3 6.7
Banking, Finance, Insurance and Real Estate 404,997 16.8 34.0 401,816 16.1 33.6
Beverage, Food and Tobacco 36,388 1.5 3.0 23,135 0.9 1.9
Capital Equipment 112,786 4.7 9.4 128,706 5.2 10.8
Chemicals, Plastics, and Rubber 38,852 1.6 3.3 35,897 1.5 3.0
Construction and Building 27,933 1.2 2.3 30,387 1.2 2.5
Consumer goods: Durable 38,378 1.6 3.2 47,074 1.9 3.9
Consumer goods: Non-durable 44,231 1.8 3.7 28,210 1.1 2.4
Containers, Packaging and Glass 37,033 1.5 3.1 37,524 1.5 3.1
Electrical Components & Equipment 10,451 0.4 0.9 — — —
Energy: Electricity 12,046 0.5 1.0 20,874 0.8 1.7
Energy: Oil and Gas 2,857 0.1 0.2 3,240 0.1 0.3
Environmental Services 51,828 2.1 4.3 53,484 2.1 4.5
Healthcare & Pharmaceuticals 201,303 8.3 16.9 216,952 8.7 18.1
High Tech Industries 251,487 10.4 21.1 303,082 12.2 25.4
Hotel, Gaming and Leisure 56,771 2.3 4.8 54,256 2.2 4.5
Investment Funds and Vehicles 104,243 4.3 8.7 110,066 4.4 9.2
Media: Advertising, Printing and Publishing 42,754 1.8 3.6 39,447 1.6 3.3
Media: Broadcasting and Subscription 12,437 0.5 1.0 13,277 0.5 1.1
Media: Diversified and Production 64,084 2.7 5.3 64,559 2.6 5.4
Metals and Mining 8,720 0.4 0.7 8,993 0.4 0.8
Services: Business 404,614 16.7 33.9 326,762 13.2 27.3
Services: Consumer 64,362 2.7 5.4 61,409 2.5 5.1
Structured Products 99,341 4.1 8.3 102,922 4.1 8.6
Telecommunications 29,618 1.2 2.5 27,565 1.1 2.3
Transportation: Cargo 82,114 3.4 6.9 96,450 3.9 8.1
Transportation: Consumer — — — 11,951 0.5 1.0
Utilities: Electric 14,470 0.6 1.2 22,696 0.9 1.9
Utilities: Oil and Gas — — — 4,655 0.2 0.4
Total $ 2,416,714 100.0 % 202.3 % $ 2,488,715 100.0 % 208.0 %

Jocassee Partners LLC

On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust (“SCRS”) to create and co-manage Jocassee Partners LLC (“Jocassee”), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. Under Jocassee’s current operating agreement, as amended to date, the Company and SCRS have a capital commitment of $100.0 million and $500.0 million, respectively, of equity capital to Jocassee. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.

For the three and nine months ended September 30, 2024, Jocassee declared $15.7 million and $47.1 million in dividends, respectively, of which $1.4 million and $4.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, Jocassee declared $15.7 million and $47.1 million in dividends, respectively, of which $1.4 million and $4.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The total value of Jocassee’s investment portfolio was $1,162.6 million as of September 30, 2024, as compared to $1,330.5 million as of December 31, 2023. As of September 30, 2024, Jocassee’s investments had an aggregate cost of $1,202.8 million, as compared to $1,375.7 million as of December 31, 2023. As of September 30, 2024 and December 31, 2023, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments other than non-accrual debt investments was approximately 9.6% and 9.9%, respectively. As of September 30, 2024 and December 31, 2023, the Jocassee investment portfolio consisted of the following investments:

($ in thousands) Cost Percentage of<br>Total<br>Portfolio Fair Value Percentage of<br>Total<br>Portfolio
September 30, 2024:
Senior debt and 1st lien notes $ 1,122,271 93 % $ 1,105,053 95 %
Subordinated debt and 2nd lien notes 20,176 2 20,333 2
Equity shares 449 — 239 —
Equity warrants — — 449 —
Investment in joint ventures 47,892 4 24,471 2
Short-term investments 12,030 1 12,030 1
$ 1,202,818 100 % $ 1,162,575 100 %
December 31, 2023:
Senior debt and 1st lien notes $ 1,284,098 93 % $ 1,260,183 95 %
Subordinated debt and 2nd lien notes 21,728 2 21,262 2
Equity shares 449 — 268 —
Equity warrants — — 467 —
Investment in joint ventures 54,563 4 33,450 2
Short-term investments 14,896 1 14,896 1
$ 1,375,734 100 % $ 1,330,526 100 %

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The industry composition of Jocassee’s investments at fair value at September 30, 2024 and December 31, 2023, excluding short-term investments, was as follows:

($ in thousands) September 30, 2024 December 31, 2023
Aerospace and Defense $ 86,149 7.5 % $ 82,200 6.3 %
Automotive 10,855 0.9 26,087 2.0
Banking, Finance, Insurance and Real Estate 125,185 10.9 121,798 9.3
Beverage, Food and Tobacco 30,731 2.7 30,637 2.3
Capital Equipment 13,351 1.2 17,986 1.4
Chemicals, Plastics, and Rubber 38,367 3.3 37,030 2.8
Construction and Building 20,283 1.8 16,942 1.3
Consumer goods: Durable 26,537 2.3 26,412 2.0
Consumer goods: Non-durable 23,210 2.0 21,850 1.7
Containers, Packaging and Glass 28,120 2.4 26,829 2.0
Energy: Electricity 10,040 0.9 20,250 1.5
Energy: Oil and Gas 11,877 1.0 6,724 0.5
Environmental Industries 6,230 0.5 6,986 0.5
Forest Products & Paper 1,157 0.1 3,605 0.3
Healthcare & Pharmaceuticals 119,185 10.4 141,070 10.7
High Tech Industries 99,252 8.6 174,572 13.3
Hotel, Gaming and Leisure 21,286 1.9 22,834 1.7
Investment Funds and Vehicles 24,471 2.1 33,450 2.5
Media: Advertising, Printing and Publishing 11,515 1.0 12,081 0.9
Media: Broadcasting and Subscription 20,359 1.8 31,201 2.4
Media: Diversified and Production 36,192 3.1 34,391 2.6
Metals and Mining 4,742 0.4 3,863 0.3
Retail 13,377 1.2 13,141 1.0
Services: Business 208,691 18.1 222,610 16.9
Services: Consumer 59,857 5.2 58,632 4.5
Telecommunications 37,829 3.3 36,027 2.7
Transportation: Cargo 45,757 4.0 57,575 4.4
Transportation: Consumer 5,324 0.5 12,613 1.0
Utilities: Electric 10,616 0.9 9,396 0.7
Utilities: Oil and Gas — — 6,838 0.5
Total $ 1,150,545 100.0 % $ 1,315,630 100.0 %

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The geographic composition of Jocassee’s investments at fair value at September 30, 2024 and December 31, 2023, excluding short-term investments, was as follows:

($ in thousands) September 30, 2024 December 31, 2023
Australia $ 20,778 1.8 % $ 26,291 2.0 %
Austria 6,138 0.5 6,026 0.5
Belgium 21,901 1.9 20,379 1.5
Canada 545 — 3,998 0.3
Denmark — — 1,082 0.1
Finland — — 2,207 0.2
France 135,790 11.8 137,072 10.4
Germany 49,363 4.4 50,672 3.9
Hong Kong 14,838 1.3 14,162 1.1
Ireland 7,571 0.7 7,445 0.6
Luxembourg 2,297 0.2 1,839 0.1
Netherlands 43,353 3.8 41,260 3.1
Panama 1,460 0.1 1,466 0.1
Singapore 5,000 0.4 4,980 0.4
Spain 2,237 0.2 4,777 0.4
Sweden 3,840 0.3 4,519 0.3
Switzerland 587 0.1 592 —
United Kingdom 120,027 10.4 120,398 9.2
USA 714,820 62.1 866,465 65.8
Total $ 1,150,545 100.0 % $ 1,315,630 100.0 %

Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $179.5 million and $177.7 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $273.3 million and $398.2 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.7 million and $323.5 million outstanding as of September 30, 2024 and December 31, 2023, respectively.

The Company may sell portions of its investments via assignment to Jocassee. Since inception, as of both September 30, 2024 and December 31, 2023, the Company had sold $1,036.1 million of its investments to Jocassee. For both the three and nine months ended September 30, 2024, the Company did not have any sales of its investments to Jocassee. For the three and nine months ended September 30, 2023, the Company realized a loss on the sales of its investments to Jocassee of $0.5 million and $0.3 million, respectively. As of both September 30, 2024 and December 31, 2023, the Company had nil in unsettled receivables due from Jocassee that were included in “Receivable from unsettled transactions” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:

•assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;

•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and

•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.

The Company has determined that Jocassee is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary. In addition, Jocassee is not an operating company and the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.

As of September 30, 2024 and December 31, 2023, Jocassee had the following contributed capital and unfunded commitments from its members:

($ in thousands) As of<br><br>September 30, 2024 As of<br><br>December 31, 2023
Total contributed capital by Barings BDC, Inc. $ 35,000 $ 35,000
Total contributed capital by all members $ 385,000 $ 385,000
Total unfunded commitments by Barings BDC, Inc. $ 65,000 $ 65,000
Total unfunded commitments by all members $ 215,000 $ 215,000

Thompson Rivers LLC

On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On May 13, 2020, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $75.0 million of equity capital to Thompson Rivers, all of which has been funded as of September 30, 2024. As of September 30, 2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.

For the three and nine months ended September 30, 2024, Thompson Rivers declared $7.0 million and $29.5 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and nine months ended September 30, 2024, the Company recognized $1.1 million and $4.7 million, respectively, of the dividends as a return of capital. For the three and nine months ended September 30, 2023, Thompson Rivers declared $8.0 million and $106.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and nine months ended September 30, 2023, the company recognized $1.3 million and $16.5 million, respectively, of the dividends as a return of capital.

As of September 30, 2024, Thompson Rivers had $224.6 million in Ginnie Mae early buyout loans and $5.5 million in cash. As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of September 30, 2024, Thompson Rivers had 1,417 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.

As of September 30, 2024 and December 31, 2023, the Thompson Rivers investment portfolio consisted of the following investments:

($ in thousands) Cost Percentage of<br>Total<br>Portfolio Fair Value Percentage of<br>Total<br>Portfolio
September 30, 2024:
Federal Housing Administration (“FHA”) loans $ 218,501 93 % $ 208,953 93 %
Veterans Affairs (“VA”) loans 16,341 7 % 15,647 7 %
$ 234,842 100 % $ 224,600 100 %
December 31, 2023:
Federal Housing Administration (“FHA”) loans $ 360,847 93 % $ 342,240 93 %
Veterans Affairs (“VA”) loans 25,810 7 % 24,491 7 %
$ 386,657 100 % $ 366,731 100 %

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $49.5 million and $83.5 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $103.8 million and $170.8 million outstanding as of September 30, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $32.8 million and $50.0 million outstanding as of September 30, 2024 and December 31, 2023, respectively.

The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.

As of September 30, 2024 and December 31, 2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:

($ in thousands) As of<br><br>September 30, 2024 As of<br><br>December 31, 2023
Total contributed capital by Barings BDC, Inc. (1) $ 79,411 $ 79,411
Total contributed capital by all members (2) $ 482,083 $ 482,083
Total unfunded commitments by Barings BDC, Inc. $ — $ —
Total unfunded commitments by all members $ — $ —

(1)Includes $4.4 million of dividend re-investments.

(2)Includes dividend re-investments of $32.1 million and total contributed capital by related parties of $162.1 million as of both September 30, 2024 and December 31, 2023.

Waccamaw River LLC

On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On February 8, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of September 30, 2024. As of September 30, 2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded.

For the three and nine months ended September 30, 2024, Waccamaw River declared $2.3 million and $17.1 million, respectively, in dividends, of which $0.5 million and $3.1 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three and nine months ended September 30, 2024, the Company recognized nil and $0.3 million of the dividends, respectively, as a return of capital. For the three months ended September 30, 2023, Waccamaw River did not declare a dividend. For the nine months ended September 30, 2023, Waccamaw River declared $7.3 million in dividends, of which $1.5 million was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.

As of September 30, 2024, Waccamaw River had $58.2 million in unsecured consumer loans and $4.0 million in cash. As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of September 30, 2024, Waccamaw River had 8,766 outstanding loans with an average loan size of $8,605, remaining average life to maturity of 36.8 months and weighted average interest rate of 11.9%. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%.

Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $71.0 million outstanding as of December 31, 2023. On April 15, 2024, Waccamaw River’s secured borrowing with JPMorgan Chase Bank, N.A. was terminated and fully repaid. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $51.3 million outstanding as of December 31, 2023. On September 26, 2024, Waccamaw River’s secured borrowing with Barclays Bank PLC was terminated and fully repaid.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.

As of September 30, 2024 and December 31, 2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:

($ in thousands) As of<br><br>September 30, 2024 As of<br><br>December 31, 2023
Total contributed capital by Barings BDC, Inc. $ 30,280 $ 30,280
Total contributed capital by all members (1) $ 139,020 $ 139,020
Total unfunded commitments by Barings BDC, Inc. $ — $ —
Total unfunded commitments by all members $ — $ —

(1)Includes $82.0 million of total contributed capital by related parties as of both September 30, 2024 and December 31, 2023.

Sierra Senior Loan Strategy JV I LLC

On February 25, 2022, as part of the Sierra Merger, the Company purchased its interest in Sierra Senior Loan Strategy JV I LLC (“Sierra JV”). The Company and MassMutual Ascend Life Insurance Company (“MMALIC”), a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, are the members of Sierra JV, a joint venture formed as a Delaware limited liability company and commenced operations on July 15, 2015. Sierra JV’s investment objective is to generate current income and capital appreciation by investing primarily in the debt of privately-held middle market companies with a focus on senior secured first lien term loans. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by MMALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and MMALIC.

As of September 30, 2024, Sierra JV had total capital commitments of $124.5 million with the Company committing $110.1 million and MMALIC committing $14.5 million. The Company had fully funded its $110.1 million commitment and total commitments of $124.5 million were fully funded as of September 30, 2024.

For the three and nine months ended September 30, 2024, Sierra JV declared $0.8 million and $1.8 million in dividends, respectively, of which $0.7 million and $1.6 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, Sierra JV declared $1.5 million and $4.4 million in dividends, respectively, of which $1.3 million and $3.9 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.

The Company has determined that Sierra JV is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Sierra JV as it is not a substantially wholly owned investment company subsidiary. In addition, Sierra JV is not an operating company the Company does not control Sierra JV due to the allocation of voting rights among Sierra JV members.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The total value of Sierra JV’s investment portfolio was $40.0 million as of September 30, 2024, as compared to $79.6 million, as of December 31, 2023. As of September 30, 2024, Sierra JV’s investments had an aggregate cost $42.5 million, as compared to $85.3 million as of December 31, 2023. As of both September 30, 2024 and December 31, 2023, the weighted average yield on the principal amount of Sierra JV’s outstanding debt investments was approximately 9.7%. As of September 30, 2024 and December 31, 2023, the Sierra JV investment portfolio consisted of the following investments:

($ in thousands) Cost Percentage of<br>Total<br>Portfolio Fair Value Percentage of<br>Total<br>Portfolio
September 30, 2024:
Senior debt and 1st lien notes $ 42,464 100 % $ 39,976 100 %
$ 42,464 100 % $ 39,976 100 %
December 31, 2023:
Senior debt and 1st lien notes $ 85,304 100 % $ 79,599 100 %
$ 85,304 100 % $ 79,599 100 %

The industry composition of Sierra JV’s investments at fair value at September 30, 2024 and December 31, 2023 was as follows:

($ in thousands) September 30, 2024 December 31, 2023
Automotive $ 2,781 7.0 % $ 2,463 3.1 %
Banking, Finance, Insurance and Real Estate — — 254 0.3
Beverage, Food and Tobacco 3,586 9.0 3,172 4.0
Capital Equipment — — 5,271 6.6
Chemicals, Plastics, and Rubber 3,004 7.5 2,942 3.7
Construction and Building — — 1,867 2.4
Consumer goods: Durable 324 0.8 1,042 1.3
Environmental Industries — — 3,487 4.4
Healthcare & Pharmaceuticals 3,809 9.5 12,880 16.2
High Tech Industries 9,526 23.8 14,661 18.4
Retail 6,101 15.3 6,255 7.9
Services: Business 4,538 11.3 6,798 8.5
Services: Consumer — — 8,525 10.7
Transportation: Cargo 6,307 15.8 6,296 7.9
Transportation: Consumer — — 3,686 4.6
Total $ 39,976 100.0 % $ 79,599 100.0 %

Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A., which was non-recourse to the Company, had $45.0 million outstanding as of December 31, 2023. On June 27, 2024, Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A. was terminated and fully repaid.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Eclipse Business Capital Holdings LLC

On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $89.8 million, a second lien senior secured loan of $4.5 million and unfunded revolver of $13.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $22.7 million. As of September 30, 2024 and December 31, 2023, $6.8 million and $5.5 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.

The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead, the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.

Rocade Holdings LLC

On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $45.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $22.5 million. The total equity invested in Rocade as of September 30, 2024 was $67.5 million (excluding preferred dividends) and the Company had $17.5 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.

The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead, the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.

Valuation of Investments

The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.

There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

Investment Valuation Process

The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.

At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).

The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.

Valuation Inputs

The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP

As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 3 Unobservable Inputs

The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of September 30, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.

September 30, 2024:( in thousands) Fair Value Valuation<br>Model Level 3<br>Input Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1) $ 1,365,234 Yield Analysis Market Yield Decrease
Market Approach Adjusted EBITDA Multiple 0.5x – 10.5x 7.8x Increase
Recent Transaction Transaction Price 97.0% – 99.5% 98.3% Increase
Subordinated debt and 2nd lien notes(2) 127,431 Yield Analysis Market Yield Decrease
Market Approach Adjusted EBITDA Multiple 5.6x – 23.9x 10.4x Increase
Recent Transaction Transaction Price 98.0% – 100.0% 98.6% Increase
Structured products(3) 32,903 Yield Analysis Market Yield Decrease
Equity shares(4) 29,008 Yield Analysis Market Yield Decrease
Market Approach Adjusted EBITDA Multiple 0.5x – 28.0x 13.5x Increase
Market Approach Revenue Multiple 5.5x – 9.0x 6.2x Increase
Discounted Cash Flow Analysis Discount Rate 14.4% 14.4% Decrease
Net Asset Approach Liabilities (88,826.0) (88,826.0) Decrease
Expected Recovery Expected Recovery 0.00 – 61.5 59.2 Increase
Recent Transaction Transaction Price 0.98 – 100.00 11.47 Increase
Equity warrants 2,597 Market Approach Adjusted EBITDA Multiple Increase
Expected Recovery Expected Recovery 3.0 3.0 Increase
Royalty rights 3,819 Yield Analysis Market Yield Decrease

All values are in US Dollars.

(1)Excludes investments with an aggregate fair value amounting to $11,772, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

(2)Excludes investments with an aggregate fair value amounting to $6,296, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

(3)Excludes investments with an aggregate fair value amounting to $12,779, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

(4)Excludes investments with an aggregate fair value amounting to $2,857, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

During the nine months ended September 30, 2024, two equity positions with an aggregate fair value of $19.2 million transitioned from a market approach to a yield analysis valuation model and one equity position with a fair value of $61.5 thousand transitioned from a market approach to an expected recovery valuation model. In addition, six senior debt and first lien note positions with a fair value of $25.7 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

December 31, 2023:( in thousands) Fair Value Valuation<br>Model Level 3<br>Input Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1) $ 1,399,907 Yield Analysis Market Yield Decrease
Market Approach Adjusted EBITDA Multiple 1.1x – 12.5x 3.7x Increase
Recent Transaction Transaction Price 95.0% – 100.0% 97.9% Increase
Subordinated debt and 2nd lien notes(2) 167,250 Yield Analysis Market Yield Decrease
Market Approach Adjusted EBITDA Multiple 7.0x – 12.3x 8.2x Increase
Recent Transaction Transaction Price 98.0% – 100.0% 99.3% Increase
Structured products(3) 30,529 Yield Analysis Market Yield Decrease
Equity shares(4) 8,788 Yield Analysis Market Yield Decrease
Market Approach Adjusted EBITDA Multiple 4.5x – 30.0x 10.6x Increase
Market Approach Revenue Multiple 6.5x – 9.5x 6.9x Increase
Discounted Cash Flow Analysis Discount Rate 14.2% 14.2% Decrease
Net Asset Approach Liabilities (55,281.8) (55,281.8) Decrease
Expected Recovery Expected Recovery 2.5 2.5 Increase
Recent Transaction Transaction Price 1.00 – 10.00 9.5 Increase
Equity warrants 2,389 Market Approach Adjusted EBITDA Multiple Increase
Expected Recovery Expected Recovery 3.0 3.0 Increase

All values are in US Dollars.

(1)Excludes investments with an aggregate fair value amounting to $25,146, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

(2)Excludes investments with an aggregate fair value amounting to $10,847, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

(3)Excludes investments with an aggregate fair value amounting to $12,443, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

(4)Excludes investments with an aggregate fair value amounting to $7,498, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $5.3 million and six senior debt and first lien note positions with an aggregate fair value of $20.0 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $9.9 million and one structured product position with a fair value of $3.3 million transitioned from a discounted cash flow analysis to a broker quote valuation model. Lastly, one equity position with a fair value of nil transitioned from an expected recovery to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The following tables present the Company’s investment portfolio at fair value as of September 30, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:

Fair Value as of September 30, 2024
($ in thousands) Level 1 Level 2 Level 3 Total
Senior debt and 1st lien notes $ — $ 72,237 $ 1,559,820 $ 1,632,057
Subordinated debt and 2nd lien notes — 12,666 187,305 199,971
Structured products — 45,811 45,682 91,493
Equity shares — 4,323 378,208 382,531
Equity warrants — — 2,600 2,600
Royalty rights — — 3,819 3,819
Investments subject to leveling $ — $ 135,037 $ 2,177,434 $ 2,312,471
Investment in joint ventures / PE fund (1) 104,243
$ 2,416,714
Fair Value as of December 31, 2023
($ in thousands) Level 1 Level 2 Level 3 Total
Senior debt and 1st lien notes $ — $ 76,503 $ 1,593,797 $ 1,670,300
Subordinated debt and 2nd lien notes — 14,417 223,798 238,215
Structured products — 50,066 42,972 93,038
Equity shares 132 — 374,572 374,704
Equity warrants — — 2,392 2,392
Investments subject to leveling $ 132 $ 140,986 $ 2,237,531 $ 2,378,649
Investment in joint ventures / PE fund (1) 110,066
$ 2,488,715

(1)The Company’s investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV as a practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2024 and 2023:

Nine Months Ended<br><br>September 30, 2024:<br><br>($ in thousands) Senior Debt<br><br>and 1st Lien<br><br>Notes Subordinated Debt and 2nd Lien Notes Structured Products Equity<br>Shares Equity Warrants Royalty Rights Total
Fair value, beginning of period $ 1,593,797 $ 223,798 $ 42,972 $ 374,572 $ 2,392 $ — $ 2,237,531
New investments 291,822 28,741 48 7,440 — 3,871 331,922
Investment restructuring (22,249) — — — — — (22,249)
Transfers into (out of) Level 3, net (5,770) — — (6,269) — — (12,039)
Proceeds from sales of investments (18,512) (4,975) — (4,238) — (81) (27,806)
Loan origination fees received (5,463) (296) — — — — (5,759)
Principal repayments received (271,403) (62,050) (1,483) — — — (334,936)
Payment-in-kind interest / dividends 4,590 1,313 — 8,065 — — 13,968
Accretion of loan premium / discount 313 83 — — — — 396
Accretion of deferred loan origination revenue 7,391 651 — — — — 8,042
Realized gain (loss) (19,528) (5,461) 42 (1,486) — — (26,433)
Unrealized appreciation (depreciation) 4,832 5,501 4,103 124 208 29 14,797
Fair value, end of period $ 1,559,820 $ 187,305 $ 45,682 $ 378,208 $ 2,600 $ 3,819 $ 2,177,434 Nine Months Ended<br><br>September 30, 2023:<br><br>($ in thousands) Senior Debt<br><br>and 1st Lien<br><br>Notes Subordinated Debt and 2nd Lien Notes Structured Products Equity<br>Shares Equity Warrants Total
--- --- --- --- --- --- --- --- --- --- --- --- ---
Fair value, beginning of period $ 1,591,356 $ 234,214 $ 17,827 $ 283,067 $ 1,057 $ 2,127,521
New investments 232,280 32,722 22,669 68,680 — 356,351
Transfers into (out of) Level 3, net (18,355) 16,815 — 914 — (626)
Proceeds from sales of investments (113,358) (2,800) — (4,367) — (120,525)
Loan origination fees received (5,801) (51) — — — (5,852)
Principal repayments received (93,447) (44,129) (1,018) — — (138,594)
Payment-in-kind interest / dividends 3,834 7,803 — 5,331 — 16,968
Accretion of loan premium / discount 427 465 — — — 892
Accretion of deferred loan origination revenue 5,380 437 — — — 5,817
Realized gain (loss) (1,029) (43,902) — (3,434) — (48,365)
Unrealized appreciation (depreciation) 1,040 42,023 (3,878) 5,430 189 44,804
Fair value, end of period $ 1,602,327 $ 243,597 $ 35,600 $ 355,621 $ 1,246 $ 2,238,391

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on Level 3 investments of $13.0 million during the nine months ended September 30, 2024 was related to portfolio company investments that were still held by the Company as of September 30, 2024. Pre-tax net unrealized depreciation on Level 3 investments of $5.2 million during the nine months ended September 30, 2023 was related to portfolio company investments that were still held by the Company as of September 30, 2023.

During the nine months ended September 30, 2024, the Company made investments of approximately $272.4 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

ended September 30, 2024, the Company made investments of $73.3 million in portfolio companies to which it was previously committed to provide such financing.

During the nine months ended September 30, 2023, the Company made investments of approximately $267.1 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the nine months ended September 30, 2023, the Company made investments of $81.4 million in portfolio companies to which it was previously committed to provide such financing.

Unsettled Purchases and Sales of Investments

Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

Cash and Foreign Currencies

Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of September 30, 2024 and December 31, 2023, the Company had eight and four portfolio companies, respectively, with investments that were on non-accrual. As of September 30, 2024, the eight portfolio companies on non-accrual included one portfolio company purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and six portfolio companies originated by Barings. As of December 31, 2023, the four portfolio companies on non-accrual included one portfolio company purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and two portfolio companies originated by Barings.

Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.

Dividend income on preferred equity securities is recorded on the 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 is recorded on the ex-dividend date.

Payment-in-Kind Interest

The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible. As of September 30, 2024, the Company had one portfolio company that was current on interest payments and on partial non-accrual status for PIK purposes only.

Fee and Other Income

Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and covenant waiver fees and amendment fees, and are recorded as investment income when earned. Other income includes royalty income received in connection to revenue participation rights which is recorded on an accrual basis in accordance with revenue participation right agreements and recognized as investment income over the term of the rights.

Fee and other income for the three and nine months ended September 30, 2024 and 2023 was as follows:

Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
($ in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Recurring Fee and Other Income:
Amortization of loan origination fees $ 1,743 $ 1,740 $ 5,191 $ 5,160
Management, valuation and other fees 403 518 1,244 1,712
Royalty income 176 — 251 —
Total Recurring Fee and Other Income 2,322 2,258 6,686 6,872
Non-Recurring Fee and Other Income:
Prepayment fees 44 — 316 329
Acceleration of unamortized loan origination fees 855 208 2,880 882
Advisory, loan amendment and other fees 1,068 184 1,650 2,167
Total Non-Recurring Fee and Other Income 1,967 392 4,846 3,378
Total Fee and Other Income $ 4,289 $ 2,650 $ 11,532 $ 10,250

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

General and Administrative Expenses

General and administrative expenses include administrative costs, facilities costs, insurance, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating as a publicly-traded company.

Deferred Financing Fees

Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.

Segments

The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.

Concentration of Credit Risk

As of September 30, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of September 30, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 6.1% and 6.3%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

As of September 30, 2024, all of the Company’s assets were or will be pledged as collateral for the February 2019 Credit Facility.

Financial and Derivative Instruments

Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

Investments Denominated in Foreign Currencies

As of September 30, 2024, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 12 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, 72 investments that were denominated in Euros and 27 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 11 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, 67 investments that were denominated in Euros and 28 investments that were denominated in British pounds sterling.

At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.

Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rate fluctuations from the change in fair

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.

In addition, during both the nine months ended September 30, 2024 and September 30, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.

4. INCOME TAXES

The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.

Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three and nine months ended September 30, 2024, the Company recorded net expenses of $1.0 million and $1.6 million, respectively, for U.S. federal excise tax. For the three and nine months ended September 30, 2023, the Company recorded net expenses of $0.4 million and $0.8 million, respectively, for U.S. federal excise tax.

Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2020-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.

Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.

For federal income tax purposes, the cost of investments owned as of September 30, 2024 and December 31, 2023 was approximately $2,448.6 million and $2,534.4 million, respectively. As of September 30, 2024, net unrealized depreciation on the Company’s investments (tax basis) was approximately $33.4 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $127.3 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $160.7 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $38.5 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $124.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $163.3 million.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

In addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Prepaid expenses and other assets” in the Company’s Unaudited and Audited Consolidated Balance Sheets.

As of September 30, 2024, the Company had a deferred tax asset of $9.5 million pertaining to operating losses and tax basis differences related to certain partnership interests. As of December 31, 2023, the Company had a deferred tax asset of $9.9 million pertaining to operating losses and tax basis differences related to certain partnership interests. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of September 30, 2024 and December 31, 2023, given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $7.5 million and $7.9 million, respectively. The Company concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.

5. BORROWINGS

The Company had the following borrowings outstanding as of September 30, 2024 and December 31, 2023:

Issuance Date<br>($ in thousands) Maturity Date Interest Rate as of September 30, 2024 September 30, 2024 December 31, 2023
Credit Facility:
February 21, 2019 February 21, 2026 6.476% $ 347,811 $ 719,914
Total Credit Facility $ 347,811 $ 719,914
Notes:
September 24, 2020 - August 2025 Notes August 4, 2025 4.660% $ 25,000 $ 25,000
September 29, 2020 - August 2025 Notes August 4, 2025 4.660% 25,000 25,000
November 5, 2020 - Series B Notes November 4, 2025 4.250% 62,500 62,500
November 5, 2020 - Series C Notes November 4, 2027 4.750% 112,500 112,500
February 25, 2021 Series D Notes February 26, 2026 3.410% 80,000 80,000
February 25, 2021 Series E Notes February 26, 2028 4.060% 70,000 70,000
November 23, 2021 - November 2026 Notes November 23, 2026 3.300% 350,000 350,000
February 12, 2024 - February 2029 Notes (1) February 15, 2029 7.000% 305,575 —
(Less: Deferred financing fees) (9,531) (4,417)
Total Notes $ 1,021,044 $ 720,583

(1) Inclusive of change in fair market value of effective hedge.

February 2019 Credit Facility

The Company has entered into the February 2019 Credit Facility with ING, as administrative agent, and the lenders party thereto. The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4,

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

2021, the Company increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility (the “November 2021 Amendment”). Effective February 25, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $1,065.0 million from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility (the “April 2022 Amendment”). The Company can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company’s assets and guaranteed by certain subsidiaries of the Company. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).

Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as the Company maintains an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.

In addition, the Company pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, the February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, the Company incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.

The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining minimum obligors’ net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company’s status as a regulated investment company and as a business development company. The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The February 2019 Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. As of September 30, 2024, the Company was in compliance with all covenants under the February 2019 Credit Facility.

As of September 30, 2024, the Company had U.S. dollar borrowings of $131.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 7.105% (one month SOFR of 5.005%), borrowings denominated in Swedish kronor of 9.8kr million ($1.0 million U.S. dollars) with an interest rate of 5.500% (one month STIBOR of 3.500%), borrowings denominated in British pounds sterling of £55.6 million ($74.6 million U.S. dollars) with an interest rate of 7.233% (one month SONIA of 5.200%) and borrowings denominated in Euros of €126.6 million ($141.3 million U.S. dollars) with an interest rate of 5.500% (one month EURIBOR of 3.500%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.

As of December 31, 2023, the Company had U.S. dollar borrowings of $489.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.428% (one month SOFR of 5.328%), borrowings denominated in Swedish kronor of 12.8kr million ($1.3 million U.S. dollars) with an interest rate of 6.063% (one month STIBOR of 4.063%), borrowings

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

denominated in British pounds sterling of £66.6 million ($84.9 million U.S. dollars) with an interest rate of 7.220% (one month SONIA of 5.220%) and borrowings denominated in Euros of €130.6 million ($144.3 million U.S. dollars) with an interest rate of 5.875% (one month EURIBOR of 3.875%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

As of September 30, 2024 and December 31, 2023, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $347.8 million and $719.9 million, respectively. The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

August 2025 Notes

On August 3, 2020, the Company entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, the Company is obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.

The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of September 30, 2024, the Company was in compliance with all covenants under the August 2020 NPA.

The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of September 30, 2024 and December 31, 2023, the fair value of the outstanding August 2025 Notes was $49.7 million and $47.8 million, respectively. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

November Notes

On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of September 30, 2024, the Company was in compliance with all covenants under the November 2020 NPA.

The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of September 30, 2024 and December 31, 2023, the fair value of the outstanding Series B Notes was $61.5 million and $59.3 million, respectively. As of September 30, 2024 and December 31, 2023, the fair value of the outstanding Series C Notes was $109.2 million and $102.5 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

February Notes

On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.

The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.

The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2024, the Company was in compliance with all covenants under the February 2021 NPA.

The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of September 30, 2024 and December 31, 2023, the fair value of the outstanding Series D Notes was $77.7 million and $73.4 million, respectively. As of September 30, 2024 and December 31, 2023, the fair value of the outstanding Series E Notes was $66.3 million and $61.2 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

November 2026 Notes

On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association, the “Trustee”) entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “November 2026 Notes Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the November 2026 Notes Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The November 2026 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These covenants are subject to important limitations and exceptions that are described in the November 2026 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the November 2026 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.

The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

the closing of November 2026 Notes offering, the Company entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.

As of September 30, 2024 and December 31, 2023, the fair value of the outstanding November 2026 Notes was $327.9 million and $311.4 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

February 2029 Notes

On February 7, 2024, the Company entered into an underwriting agreement among the Company, Barings LLC, and Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc., BMO Capital Markets Corp., and Fifth Third Securities, Inc., in connection with the issuance and sale of $300.0 million in aggregate principal amount of the Company’s 7.000% senior unsecured notes due February 15, 2029 (the “February 2029 Notes”). The February 2029 Notes offering closed on February 12, 2024 and the February 2029 Notes were issued under a Second Supplemental Indenture, dated February 12, 2024, between the Company and the Trustee, to the Base Indenture (the “Second Supplemental Indenture,” and together with the Base Indenture, the “February 2029 Notes Indenture”).

The February 2029 Notes will mature on February 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2029 Notes Indenture. The February 2029 Notes bear interest at a rate of 7.000% per year payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2024. The February 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the February 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The February 2029 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements (but giving effect to exemptive relief granted to the Company by the SEC), and to provide financial information to the holders of the February 2029 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the February 2029 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the February 2029 Notes Indenture, the Company may be required by the holders of the February 2029 Notes to make an offer to purchase the outstanding February 2029 Notes at a price equal to 100% of the principal amount of such February 2029 Notes plus accrued and unpaid interest to the repurchase date.

The net proceeds received by the Company in connection with the February 2029 Notes offering were approximately $292.9 million, after deducting the underwriting discounts and estimated offering expenses payable by the Company.

As of September 30, 2024, the fair value of the outstanding February 2029 Notes was $305.6 million. The fair value determinations of the February 2029 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

In connection with the offering of the February 2029 Notes, on February 12, 2024, the Company entered into a $300.0 million notional value interest rate swap. The Company receives a fixed rate interest at 7.00% paid semi-annually and pays semi-annually based on a compounded daily rate of SOFR plus 3.14750%. The swap transaction matures on February 15, 2029. The interest expense related to the February 2029 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $5.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the February 2029 Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

6. DERIVATIVE INSTRUMENTS

MVC Credit Support Agreement

In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized appreciation or depreciation on the MVC Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.

The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the MVC Credit Support Agreement as of September 30, 2024 and December 31, 2023:

As of September 30, 2024<br><br>Description<br><br>($ in thousands) Counterparty Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000 $ 19,000 $ 5,400
Total MVC Credit Support Agreement $ 5,400 As of December 31, 2023<br><br>Description<br><br>($ in thousands) Counterparty Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
--- --- --- --- --- --- --- --- ---
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000 $ 17,300 $ 3,700
Total MVC Credit Support Agreement $ 3,700

As of September 30, 2024 and December 31, 2023, the fair value of the MVC Credit Support Agreement was $19.0 million and $17.3 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the discount rate and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.

The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 MVC Credit Support Agreement as of September 30, 2024 and December 31, 2023. The average range of unobservable inputs is based on fair value of the MVC Credit Support Agreement.

September 30, 2024:<br><br>($ in thousands) Fair Value Valuation<br>Model Level 3<br>Input Range of<br>Inputs Average Impact to Valuation from an Increase in Input
MVC Credit Support Agreement $ 19,000 Income Approach Discount Rate 5.4% - 6.4% 5.9% Decrease
Time Until Exit (years) 1.8 - 4.8 3.3 Decrease
December 31, 2023:( in thousands) Fair Value Valuation<br>Model Level 3<br>Input Range of<br>Inputs Average Impact to Valuation from an Increase in Input
--- --- --- --- --- --- --- --- --- --- ---
MVC Credit Support Agreement $ 17,300 Income Approach Discount Rate 6.7% - 7.7% 7.2% Decrease
2.3 - 5.3 3.8 Decrease

All values are in US Dollars.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Sierra Credit Support Agreement

In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.

The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the Sierra Credit Support Agreement as of September 30, 2024 and December 31, 2023:

As of September 30, 2024<br><br>Description<br><br>($ in thousands) Counterparty Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
Sierra Credit Support Agreement Barings LLC 04/01/32 $ 100,000 $ 32,200 $ (12,200)
Total Sierra Credit Support Agreement $ (12,200) As of December 31, 2023<br><br>Description<br><br>($ in thousands) Counterparty Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
--- --- --- --- --- --- --- --- ---
Sierra Credit Support Agreement Barings LLC 04/01/32 $ 100,000 $ 40,500 $ (3,900)
Total Sierra Credit Support Agreement $ (3,900)

As of September 30, 2024 and December 31, 2023, the fair value of the Sierra Credit Support Agreement was $32.2 million and $40.5 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the Sierra Credit Support Agreement was determined based on a simulation analysis, with the primary inputs being the enterprise value, a measure of expected asset volatility, the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, the Discount Rate and the Recovery Rate, which are all Level 3 inputs.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 Sierra Credit Support Agreement as of September 30, 2024 and December 31, 2023. The average range of unobservable inputs is based on fair value of the Sierra Credit Support Agreement.

September 30, 2024:<br><br>($ in thousands) Fair Value Valuation<br>Model Level 3<br>Input Range ofInputs Average Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement $ 32,200 Simulation Analysis Enterprise/Equity Value 14 - 376,000 188,007 Decrease
Asset Volatility 30.0% - 55.0%
Time Until Exit (years) 0.0 - 7.3
Discount Rate 5.8%
Recovery Rate 5.0% - 60.0%

All values are in US Dollars.

December 31, 2023:<br><br>($ in thousands) Fair Value Valuation<br>Model Level 3<br>Input Range ofInputs Average Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement $ 40,500 Simulation Analysis Enterprise/Equity Value 91 - 159,700 79,900 Decrease
Asset Volatility 35.0% - 50.0%
Time Until Exit (years) 0.0 - 8.1
Discount Rate 5.7%
Recovery Rate 0.0% - 70.0%

All values are in US Dollars.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Foreign Currency Forward Contracts

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company’s foreign currency forward contracts as of September 30, 2024 and December 31, 2023:

As of September 30, 2024<br><br>Description<br><br>($ in thousands) Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD) A$3,500 $2,369 10/08/24 $ 59 Derivative assets
Foreign currency forward contract (AUD) A$68,596 $46,917 10/08/24 676 Derivative assets
Foreign currency forward contract (AUD) $48,403 A$72,096 10/08/24 (1,618) Derivative liabilities
Foreign currency forward contract (AUD) $965 A$1,411 01/08/25 (14) Derivative liabilities
Foreign currency forward contract (AUD) $46,948 A$68,596 01/08/25 (678) Derivative liabilities
Foreign currency forward contract (CAD) C$625 $459 10/07/24 4 Derivative assets
Foreign currency forward contract (CAD) C$8,709 $6,446 10/07/24 2 Derivative assets
Foreign currency forward contract (CAD) $6,839 C$9,334 10/07/24 (72) Derivative liabilities
Foreign currency forward contract (CAD) $6,461 C$8,709 01/08/25 (2) Derivative liabilities
Foreign currency forward contract (DKK) 2,518kr. $376 10/07/24 1 Derivative assets
Foreign currency forward contract (DKK) $369 2,518kr. 10/07/24 (8) Derivative liabilities
Foreign currency forward contract (DKK) $385 2,570kr. 01/08/25 (1) Derivative liabilities
Foreign currency forward contract (EUR) €94,494 $105,135 10/07/24 346 Derivative assets
Foreign currency forward contract (EUR) €3,193 $3,471 10/07/24 92 Derivative assets
Foreign currency forward contract (EUR) $2,431 €2,190 10/07/24 (13) Derivative liabilities
Foreign currency forward contract (EUR) $103,034 €94,497 10/07/24 (2,449) Derivative liabilities
Foreign currency forward contract (EUR) $1,119 €1,000 10/07/24 2 Derivative assets
Foreign currency forward contract (EUR) $105,509 €94,494 01/08/25 (368) Derivative liabilities
Foreign currency forward contract (EUR) $671 €600 01/08/25 (1) Derivative liabilities
Foreign currency forward contract (NZD) NZ$15,226 $9,537 10/07/24 150 Derivative assets
Foreign currency forward contract (NZD) $9,464 NZ$15,226 10/07/24 (223) Derivative liabilities
Foreign currency forward contract (NZD) $198 NZ$312 01/08/25 (1) Derivative liabilities
Foreign currency forward contract (NZD) $9,538 NZ$15,226 01/08/25 (151) Derivative liabilities
Foreign currency forward contract (NOK) 44,849kr $4,272 10/07/24 (14) Derivative liabilities
Foreign currency forward contract (NOK) $4,281 44,849kr 10/07/24 23 Derivative assets
Foreign currency forward contract (NOK) $4,273 44,849kr 01/08/25 14 Derivative assets
Foreign currency forward contract (GBP) £1,310 $1,712 10/07/24 45 Derivative assets
Foreign currency forward contract (GBP) £62,759 $83,647 10/07/24 535 Derivative assets
Foreign currency forward contract (GBP) $6,455 £4,984 10/07/24 (231) Derivative liabilities
Foreign currency forward contract (GBP) $75,927 £59,086 10/07/24 (3,328) Derivative liabilities
Foreign currency forward contract (GBP) $83,616 £62,759 01/08/25 (536) Derivative liabilities
Foreign currency forward contract (SEK) 16,153kr $1,585 10/07/24 9 Derivative assets
Foreign currency forward contract (SEK) $1,578 16,153kr 10/07/24 (16) Derivative liabilities
Foreign currency forward contract (SEK) $34 339kr 01/08/25 — Derivative assets
Foreign currency forward contract (SEK) $1,593 16,153kr 01/08/25 (9) Derivative liabilities
Foreign currency forward contract (CHF) 5,622Fr. $6,638 10/07/24 30 Derivative assets
Foreign currency forward contract (CHF) $6,392 5,622Fr. 10/07/24 (276) Derivative liabilities
Foreign currency forward contract (CHF) $6,706 5,622Fr. 01/08/25 (30) Derivative liabilities
Total $ (8,051)

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

As of December 31, 2023<br><br>Description<br><br>($ in thousands) Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD) $830 A$1,264 01/10/24 $ (33) Derivative liabilities
Foreign currency forward contract (AUD) $41,568 A$64,984 01/10/24 (2,784) Derivative liabilities
Foreign currency forward contract (CAD) $126 C$173 01/10/24 (4) Derivative liabilities
Foreign currency forward contract (CAD) $7,032 C$9,597 01/10/24 (247) Derivative liabilities
Foreign currency forward contract (DKK) $9 65kr. 01/10/24 — Derivative liabilities
Foreign currency forward contract (DKK) $7 47kr. 01/10/24 — Derivative liabilities
Foreign currency forward contract (DKK) $333 2,354kr. 01/10/24 (16) Derivative liabilities
Foreign currency forward contract (EUR) $86,266 €81,489 01/10/24 (3,775) Derivative liabilities
Foreign currency forward contract (NZD) $159 NZ$271 01/10/24 (12) Derivative liabilities
Foreign currency forward contract (NZD) $170 NZ$270 01/10/24 (1) Derivative liabilities
Foreign currency forward contract (NZD) $8,287 NZ$13,912 01/10/24 (522) Derivative liabilities
Foreign currency forward contract (NOK) $72 740kr 01/10/24 (1) Derivative liabilities
Foreign currency forward contract (NOK) $3,920 42,309kr 01/10/24 (247) Derivative liabilities
Foreign currency forward contract (GBP) $60,925 £50,203 01/10/24 (3,077) Derivative liabilities
Foreign currency forward contract (SEK) $24 261kr. 01/10/24 (2) Derivative liabilities
Foreign currency forward contract (SEK) $1,190 12,500kr. 01/10/24 (51) Derivative liabilities
Foreign currency forward contract (SEK) $203 2,228kr. 01/10/24 (18) Derivative liabilities
Foreign currency forward contract (CHF) $124 104Fr. 01/10/24 1 Derivative assets
Foreign currency forward contract (CHF) $5,966 5,418Fr. 01/10/24 (475) Derivative liabilities
Total $ (11,264)

As of September 30, 2024 and December 31, 2023, the total fair value of the Company’s foreign currency forward contracts was $(8.1) million and $(11.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2024 and December 31, 2023 were as follows:

Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
Accurus Aerospace Corporation(1)(2) Revolver $ 461 $ 634
AD Bidco, Inc.(1) Delayed Draw Term Loan 3,522 —
AD Bidco, Inc.(1) Revolver 1,303 —
Adhefin International(1)(3) Delayed Draw Term Loan 424 419
AirX Climate Solutions, Inc.(1)(2) Delayed Draw Term Loan — 1,179
AirX Climate Solutions, Inc.(1)(2) Delayed Draw Term Loan 2,443 —
AirX Climate Solutions, Inc.(1)(2) Delayed Draw Term Loan 560 —
AirX Climate Solutions, Inc.(1)(2) Revolver 814 482
AlliA Insurance Brokers NV(1)(3) Delayed Draw Term Loan 648 1,634
Americo Chemical Products, LLC(1) Revolver 471 471
Amtech LLC(1) Revolver — 436
Anju Software, Inc.(1)(2) Delayed Draw Term Loan — 343
Aquavista Watersides 2 LTD(1)(2)(4) Capex / Acquisition Facility 2,337 2,221
Arc Education(1)(3) Delayed Draw Term Loan 1,305 1,291

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
Argus Bidco Limited(1)(2)(4) CAF Term Loan 396 541
ASC Communications, LLC(1) Revolver 1,089 1,089
Astra Bidco Limited(1)(4) Delayed Draw Term Loan 235 604
ATL II MRO Holdings Inc.(1) Revolver 1,667 1,667
Avance Clinical Bidco Pty Ltd(1)(2)(5) Delayed Draw Term Loan 1,325 1,304
Azalea Buyer, Inc.(1) Delayed Draw Term Loan 644 644
Azalea Buyer, Inc.(1) Revolver 481 481
Beyond Risk Management, Inc.(1) Delayed Draw Term Loan — 2,007
Beyond Risk Management, Inc.(1)(2) Delayed Draw Term Loan 4,629 —
Biolam Group(1)(2)(3) Delayed Draw Term Loan 674 667
BKF Buyer, Inc.(1)(2) Revolver 2,970 —
Bounteous, Inc.(1)(2) Delayed Draw Term Loan — 2,840
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 141 140
BrightSign LLC(1) Revolver 310 443
CAi Software, LLC(1)(2) Revolver 1,261 943
Caldwell & Gregory LLC(1) Delayed Draw Term Loan 3,750 —
Caldwell & Gregory LLC(1) Revolver 2,500 —
Canadian Orthodontic Partners Corp.(1)(2)(6) Delayed Draw Term Loan 95 —
Cascade Residential Services LLC(1) Delayed Draw Term Loan 629 1,985
Cascade Residential Services LLC(1) Revolver 265 331
Catawba River Limited(1)(2)(4) Structured Junior Note — 13,971
CCFF Buyer, LLC(1) Delayed Draw Term Loan 3,490 —
CCFF Buyer, LLC(1) Revolver 1,047 —
CGI Parent, LLC(1) Revolver 1,653 1,653
Classic Collision (Summit Buyer, LLC)(1) Delayed Draw Term Loan — 2,734
Comply365, LLC(1) Revolver 1,101 1,101
Coyo Uprising GmbH(1)(2)(3) Delayed Draw Term Loan 438 434
CSL DualCom(1)(4) Capex / Acquisition Term Loan 158 150
DataServ Integrations, LLC(1) Revolver 481 481
DecksDirect, LLC(1)(2) Revolver 34 381
DISA Holdings Corp.(1) Delayed Draw Term Loan — 1,072
DISA Holdings Corp.(1) Revolver 429 339
Dune Group(1)(2)(3) Delayed Draw Term Loan 443 439
Eclipse Business Capital, LLC(1) Revolver 15,909 17,182
Electrical Components International, Inc.(1)(2) Delayed Draw Term Loan 585 —
EMI Porta Holdco LLC(1)(2) Revolver 2,610 403
eShipping, LLC(1) Revolver 1,486 1,486
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) Delayed Draw Term Loan 2,759 2,731
Events Software BidCo Pty Ltd(1)(2) Delayed Draw Term Loan 619 620
Express Wash Acquisition Company, LLC(1)(2) Revolver 115 115
Faraday(1)(3) Delayed Draw Term Loan 1,000 990
Finexvet(1)(3) Delayed Draw Term Loan — 650
Footco 40 Limited(1)(4) Delayed Draw Term Loan 551 524
Forest Buyer, LLC(1) Revolver 298 —
Fortis Payment Systems, LLC(1)(2) Delayed Draw Term Loan 459 —
Fortis Payment Systems, LLC(1)(2) Revolver 625 —

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
GB Eagle Buyer, Inc.(1) Revolver 2,581 2,581
GCDL LLC(1)(2) Delayed Draw Term Loan 108 —
GCDL LLC(1)(2) Revolver 108 —
Global Academic Group Limited(1)(7) Term Loan 416 414
GPZN II GmbH(1)(2)(3) Delayed Draw Term Loan — 53
GPZN II GmbH(1)(2)(3) Delayed Draw Term Loan 18 —
Graphpad Software, LLC(1) Delayed Draw Term Loan 2,093 —
Graphpad Software, LLC(1) Revolver 872 —
Greenhill II BV(1)(3) Capex Acquisition Facility 30 120
Groupe Product Life(1)(3) Delayed Draw Term Loan 162 —
Gusto Aus BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 113 167
HeartHealth Bidco Pty Ltd(1)(2)(5) Delayed Draw Term Loan 239 253
Heavy Construction Systems Specialists, LLC(1) Revolver 2,632 2,632
HEKA INVEST(1)(3) Delayed Draw Term Loan 581 575
HemaSource, Inc.(1) Revolver 1,804 1,421
HomeX Services Group LLC(1) Delayed Draw Term Loan 650 845
HomeX Services Group LLC(1) Revolver 338 338
HTI Technology & Industries(1)(2) Delayed Draw Term Loan 2,045 2,045
HTI Technology & Industries(1)(2) Revolver 1,364 1,364
Hydratech Holdings, Inc. (1)(2) Delayed Draw Term Loan 4,960 —
Hydratech Holdings, Inc. (1)(2) Revolver 1,125 —
Ice House America, L.L.C.(1) Delayed Draw Term Loan 165 —
Ice House America, L.L.C.(1) Revolver 302 —
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan — 266
INOS 19-090 GmbH(1)(2)(3) Acquisition Facility — 1,872
Interstellar Group B.V.(1)(3) Delayed Draw Term Loan 627 620
Interstellar Group B.V.(1)(3) Delayed Draw Term Loan — 57
InvoCare Limited(1)(5) Delayed Draw Term Loan 393 387
Isolstar Holding NV (IPCOM)(1)(2)(3) Delayed Draw Term Loan — 656
ISTO Technologies II, LLC(1) Revolver 714 714
ITI Intermodal, Inc.(1)(2) Revolver 1,031 1,157
Jocassee Partners LLC(1) Joint Venture 65,000 65,000
Jon Bidco Limited(1)(2)(7) Capex & Acquisition Facility 1,131 1,125
Jones Fish Hatcheries & Distributors LLC(1) Revolver 418 418
Kano Laboratories LLC(1) Delayed Draw Term Loan — 2,830
Kano Laboratories LLC(1) Delayed Draw Term Loan — 153
Keystone Bidco B.V.(1)(3) Delayed Draw Term Loan 200 —
Keystone Bidco B.V.(1)(3) Revolver 75 —
Lambir Bidco Limited(1)(2)(3) Delayed Draw Term Loan 633 626
Lattice Group Holdings Bidco Limited(1)(2) Delayed Draw Term Loan 237 255
Lattice Group Holdings Bidco Limited(1)(2) Revolver — 18
LeadsOnline, LLC(1) Revolver 2,603 2,187
Lifestyle Intermediate II, LLC(1)(2) Revolver — 2,500
Marmoutier Holding B.V.(1)(2)(3) Delayed Draw Term Loan 25 18
Marmoutier Holding B.V.(1)(2)(3) Revolver 111 109
Marshall Excelsior Co.(1)(2) Revolver — 221
MB Purchaser, LLC(1) Delayed Draw Term Loan 1,144 —

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
MB Purchaser, LLC(1) Revolver 309 —
MC Group Ventures Corporation(1) Delayed Draw Term Loan 276 276
MC Group Ventures Corporation(1) Delayed Draw Term Loan 4,822 —
Media Recovery, Inc. (SpotSee)(1) Revolver 635 —
Media Recovery, Inc. (SpotSee)(1)(4) Revolver 794 —
Megawatt Acquisitionco, Inc.(1)(2) Revolver 592 —
Mercell Holding AS(1)(2)(8) Capex Acquisition Facility 745 773
Modern Star Holdings Bidco Pty Limited.(1)(2)(5) Term Loan 991 974
Moonlight Bidco Limited(1)(4) Delayed Draw Term Loan 591 562
Narda Acquisitionco., Inc.(1) Revolver 1,311 1,311
NAW Buyer LLC(1) Delayed Draw Term Loan 5,729 5,876
NAW Buyer LLC(1) Revolver 1,894 1,515
NeoxCo(1)(3) Delayed Draw Term Loan 502 497
Next Holdco, LLC(1) Delayed Draw Term Loan 1,891 1,891
Next Holdco, LLC(1) Revolver 733 733
NF Holdco, LLC(1)(2) Revolver 497 663
Novotech Aus Bidco Pty Ltd(1) Capex & Acquisition Facility — 809
NPM Investments 28 B.V. (1)(3) Delayed Draw Term Loan 484 479
OA Buyer, Inc.(1) Revolver 1,331 1,331
OAC Holdings I Corp(1) Revolver 1,370 1,370
OSP Hamilton Purchaser, LLC(1)(2) Delayed Draw Term Loan 4,276 5,345
OSP Hamilton Purchaser, LLC(1)(2) Revolver 1,109 1,109
Parkview Dental Holdings LLC(1)(2) Delayed Draw Term Loan 328 328
PDQ.Com Corporation(1)(2) Delayed Draw Term Loan 3,256 4,807
PDQ.Com Corporation(1)(2) Delayed Draw Term Loan 1,970 1,970
Polara Enterprises, L.L.C.(1) Revolver 545 545
Premium Invest(1)(3) Acquisition Facility 1,730 1,712
Process Insights Acquisition, Inc.(1) Delayed Draw Term Loan 935 935
Process Insights Acquisition, Inc.(1) Revolver 576 —
Process Insights Acquisition, Inc.(1) Revolver — 1,014
ProfitOptics, LLC(1)(2) Revolver 169 210
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan — 656
Pro-Vision Solutions Holdings, LLC(1) Revolver 2,077 —
PSP Intermediate 4, LLC(1)(2)(3) Delayed Draw Term Loan 208 206
Qualified Industries, LLC(1) Revolver 242 242
R1 HOLDINGS, LLC(1) Delayed Draw Term Loan — 1,682
R1 HOLDINGS, LLC(1) Revolver 1,947 1,947
RA Outdoors, LLC(1)(2) Revolver — 438
Randys Holdings, Inc.(1) Delayed Draw Term Loan 2,399 3,412
Randys Holdings, Inc.(1) Revolver 1,434 1,326
REP SEKO MERGER SUB LLC(1)(2) Revolver 56 —
Rhondda Financing No. 1 DAC(1)(4) Structured Junior Note — 4,707
Rocade Holdings LLC(1) Preferred Equity 17,500 17,500
Rock Labor LLC(1) Revolver 1,103 1,103
Royal Buyer, LLC(1) Delayed Draw Term Loan — 922
Royal Buyer, LLC(1) Revolver 1,748 1,340
RPX Corporation(1)(2) Revolver 3,024 —

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
RTIC Subsidiary Holdings, LLC(1)(2) Revolver — 3,333
Sanoptis S.A.R.L.(1)(3) Term Loan 2,647 —
Sanoptis S.A.R.L.(1)(3) Acquisition Capex Facility — 16
Sanoptis S.A.R.L.(1)(3) CAF Term Loan — 1,458
Sansidor BV(1)(2)(3) Acquisition Facility Term Loan 427 —
SBP Holdings LP(1) Delayed Draw Term Loan — 151
SBP Holdings LP(1) Delayed Draw Term Loan 7,905 —
SBP Holdings LP(1) Revolver 2,730 1,065
Scaled Agile, Inc.(1)(2) Revolver — 280
Scout Bidco B.V.(1)(2)(3) Revolver 1,077 640
Security Holdings B.V.(1)(2)(3) Delayed Draw Term Loan 2,232 2,209
Security Holdings B.V.(1)(2)(3) Revolver 1,116 1,105
Sinari Invest(1)(3) Delayed Draw Term Loan 624 617
SISU ACQUISITIONCO., INC.(1)(2) Delayed Draw Term Loan 503 1,007
Smartling, Inc.(1) Revolver 1,176 1,176
SmartShift Group, Inc.(1)(2) Delayed Draw Term Loan — 3,440
SmartShift Group, Inc.(1) Revolver 1,651 1,651
SOLO BUYER, L.P.(1)(2) Revolver 1,596 1,330
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) Delayed Draw Term Loan 232 399
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) Revolver 156 90
SPATCO Energy Solutions, LLC(1)(2) Delayed Draw Term Loan 1,635 —
SPATCO Energy Solutions, LLC(1)(2) Revolver 1,188 —
Spatial Business Systems LLC(1)(2) Delayed Draw Term Loan 1,875 1,875
Spatial Business Systems LLC(1)(2) Revolver 1,406 1,406
SSCP Pegasus Midco Limited(1)(4) Delayed Draw Term Loan 2,384 4,119
Superjet Buyer, LLC(1)(2) Delayed Draw Term Loan 4,085 —
Superjet Buyer, LLC(1)(2) Revolver 2,189 1,369
SVI International LLC(1) Delayed Draw Term Loan 74 —
SVI International LLC(1) Revolver 74 —
Syntax Systems Ltd(1) Revolver — 391
Tank Holding Corp(1)(2) Delayed Draw Term Loan 509 614
Tank Holding Corp(1)(2) Revolver 255 640
TANQUERAY BIDCO LIMITED(1)(4) Capex Facility 1,213 1,153
Technology Service Stream BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 261 —
Techone B.V.(1)(3) Revolver 530 315
Tencarva Machinery Company, LLC(1)(2) Revolver 1,470 1,129
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Delayed Draw Term Loan — 1,825
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Revolver 827 827
The Cleaver-Brooks Company, Inc.(1) Revolver — 3,229
The Hilb Group, LLC(1) Delayed Draw Term Loan — 313
Trader Corporation(1)(6) Revolver 346 354
Trintech, Inc.(1) Revolver 383 383
TSYL Corporate Buyer, Inc.(1) Delayed Draw Term Loan 239 1,469
TSYL Corporate Buyer, Inc.(1) Delayed Draw Term Loan 2,244 2,244
TSYL Corporate Buyer, Inc.(1) Revolver 642 642
Turbo Buyer, Inc. (1)(2) Delayed Draw Term Loan — 1,350
UBC Ledgers Holding AB(1)(2)(9) Delayed Draw Term Loan 255 840

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
UBC Ledgers Holding AB(1)(9) Revolver — 278
Union Bidco Limited(1)(4) Acquisition Facility 71 83
United Therapy Holding III GmbH(1)(2)(3) Acquisition Facility 690 683
Unither (Uniholding)(1)(3) Delayed Draw Term Loan 484 479
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) Delayed Draw Term Loan 2,407 2,540
WEST-NR ACQUISITIONCO, LLC(1) Delayed Draw Term Loan 2,448 2,500
Whitcraft Holdings, Inc.(1)(2) Delayed Draw Term Loan 3,090 —
Whitcraft Holdings, Inc.(1)(2) Revolver 918 1,760
White Bidco Limited(1) Delayed Draw Term Loan 514 514
Woodland Foods, LLC(1)(2) Line of Credit 1,065 680
World 50, Inc.(1) Revolver 827 —
WWEC HOLDINGS III CORP(1)(2) Revolver 2,485 2,019
Xeinadin Bidco Limited(1)(2)(4) CAF Term Loan — 2,704
ZB Holdco LLC(1) Delayed Draw Term Loan — 2,932
ZB Holdco LLC(1)(2) Revolver 372 845
Zeppelin Bidco Limited(1)(2)(4) Capex / Acquisition Facility — 2,667
Total unused commitments to extend financing $ 306,343 $ 305,903

(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both September 30, 2024 and December 31, 2023, the Company had guaranteed €9.9 million ($11.0 million U.S. dollars and $10.9 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh (“MVC Auto”) that mature in December 2025. The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company’s Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.

Barings BDC, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the nine months ended September 30, 2024 and 2023:

Nine Months Ended September 30,
($ in thousands, except share and per share amounts) 2024 2023
Per share data:
Net asset value at beginning of period $ 11.28 $ 11.05
Net investment income (1) 0.96 0.88
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1) (0.23) (0.71)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1) 0.08 0.74
Total increase (decrease) from investment operations (1) 0.81 0.91
Dividends/distributions paid to stockholders from net investment income (0.78) (0.76)
Purchases of shares in share repurchase plan 0.01 0.05
Net asset value at end of period $ 11.32 $ 11.25
Market value at end of period (2) $ 9.80 $ 8.91
Shares outstanding at end of period 105,558,938 106,516,166
Net assets at end of period $ 1,194,441 $ 1,198,224
Average net assets $ 1,214,749 $ 1,212,397
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (3) 12.50 % 13.06 %
Ratio of net investment income to average net assets (annualized) 11.16 % 10.39 %
Portfolio turnover ratio (annualized) 13.69 % 13.21 %
Total return (4) 23.74 % 19.86 %

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(2)Represents the closing price of the Company’s common stock on the last day of the period.

(3)Does not include expenses of underlying investment companies, including joint ventures.

(4)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period. Total return is not annualized.

9. SUBSEQUENT EVENTS

On November 5, 2024, the Company entered into an amended and restated senior secured credit agreement, which amended the February 2019 Credit Facility to, among other things, (a) extend the revolving period from February 21, 2025 to November 5, 2028; (b) extend the stated maturity date from February 21, 2026 to November 5, 2029; (c) adjust the interest rate charged on the February 2019 Credit Facility from an applicable spread of either the term SOFR plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months, or 0.25% for borrowings with an interest period of six months to an applicable spread of 1.875% plus a credit spread adjustment of 0.10% and (d) reduce the total commitments under the facility from $1,065 million to $825 million, of which $100 million has been reallocated from revolving commitments to term loan commitments.

On November 6, 2024, the Board declared a quarterly distribution of $0.26 per share payable on December 11, 2024 to holders of record as of December 4, 2024.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and nine months ended September 30, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Forward-Looking Statements

Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview of Our Business

We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings” or the “Adviser”) agreed to become our external investment adviser, we entered into an investment advisory agreement and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of our acquisition of Sierra Income Corporation on February 25, 2022 (the “Sierra Merger”), we entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser. On June 24, 2023, we entered into the third amended and restated advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24 of each year subject to annual re-approval in accordance with its terms (the “Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between us the Adviser, including with respect to the calculation of the fees payable to the Adviser, remained unchanged under the Barings BDC Advisory Agreement. Under the terms of the Barings BDC Advisory Agreement and the Administration Agreement,

Barings serves as our investment adviser and administrator and manages our investment portfolio and performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.

An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the subjective and variable nature of the costs associated with employing management and employees in an internally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).

Barings focuses on investing our portfolio primarily in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (as amended, the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.

Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as payment-in-kind (“PIK”) interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities and/or mortgage securities.

As of September 30, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.6% and 10.5%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.3% and 10.0% as of September 30, 2024 and December 31, 2023, respectively.

Relationship with Our Adviser, Barings

Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $348.7 billion Global Fixed Income Platform (as of September 30, 2024) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.

Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by

us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.

Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 49 investment professionals (as of September 30, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 19 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.

Stockholder Approval of Reduced Asset Coverage Ratio

On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of September 30, 2024, our asset coverage ratio was $187.6%.

Portfolio Composition

The total value of our investment portfolio was $2,416.7 million as of September 30, 2024, as compared to $2,488.7 million as of December 31, 2023. As of September 30, 2024, we had investments in 328 portfolio companies with an aggregate cost of $2,446.9 million. As of December 31, 2023, we had investments in 336 portfolio companies with an aggregate cost of $2,535.6 million. As of both September 30, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

As of September 30, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:

($ in thousands) Cost Percentage of<br>Total<br>Portfolio Fair Value Percentage of<br>Total<br>Portfolio
September 30, 2024:
Senior debt and 1st lien notes $ 1,659,800 68 % $ 1,632,057 68 %
Subordinated debt and 2nd lien notes 214,860 9 199,971 8
Structured products 99,154 4 91,493 4
Equity shares 328,635 13 382,531 16
Equity warrants 76 — 2,600 —
Royalty rights 3,790 — 3,819 —
Investment in joint ventures / PE fund 140,605 6 104,243 4
$ 2,446,920 100 % $ 2,416,714 100 %
December 31, 2023:
Senior debt and 1st lien notes $ 1,705,353 67 % $ 1,670,300 67 %
Subordinated debt and 2nd lien notes 256,850 10 238,215 10
Structured products 107,314 4 93,038 4
Equity shares 320,335 13 374,704 15
Equity warrants 76 — 2,392 —
Investment in joint ventures / PE fund 145,648 6 110,066 4
$ 2,535,576 100 % $ 2,488,715 100 %

Investment Activity

During the nine months ended September 30, 2024, we made 30 new investments totaling $195.9 million and made investments in existing portfolio companies totaling $149.9 million. We had 35 loans repaid totaling $282.7 million and recognized a net realized loss on these transactions of $12.7 million. We also received $103.4 million of portfolio company principal payments and sales proceeds and recognized a net realized loss on these transactions of $0.5 million. We received $11.0 million of return of capital from our joint ventures, equity, and royalty rights investments. In addition, investments in two portfolio companies were restructured, which resulted in a net realized loss of $12.6 million. Lastly, we received proceeds related to the sale of equity investments totaling $37.4 million and recognized a net realized gain on such sales totaling $8.2 million.

During the nine months ended September 30, 2023, we made 25 new investments totaling $156.8 million, made investments in existing portfolio companies totaling $134.2 million and made a $55.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 10 loans repaid totaling $76.3 million and received $69.0 million of portfolio company principal payments, recognizing a loss on these repayments of $0.7 million. We received $17.5 million of return of capital from our joint ventures and equity investments. In addition, we received $34.0 million for the sale of loans, recognizing a net realized loss on these transactions of $49.0 million, and sold $91.5 million of middle-market portfolio debt investments to our joint ventures realizing a gain on these transactions of $0.3 million. In addition, investments in three portfolio companies were restructured, which resulted in a loss of $5.0 million. Lastly, we received proceeds related to the sale of equity investments totaling $4.8 million and recognized a net realized gain on such sales totaling $7.2 million.

Total portfolio investment activity for the nine months ended September 30, 2024 and 2023 was as follows:

Nine Months Ended<br><br>September 30, 2024:<br><br>($ in thousands) Senior Debt<br>and 1st Lien<br>Notes Subordinated Debt and 2nd Lien Notes Structured Products Equity<br>Shares Equity Warrants Royalty Rights Investments in Joint Ventures / PE Fund Total
Fair value, beginning of period $ 1,670,300 $ 238,215 $ 93,038 $ 374,705 $ 2,391 $ — $ 110,066 $ 2,488,715
New investments 305,720 28,741 48 7,439 — 3,871 — 345,819
Investment restructuring (22,249) — — 22,196 53 — — —
Proceeds from sales of investments/return of capital (35,743) (4,975) (5,857) (37,184) (200) (81) (5,043) (89,083)
Loan origination fees received (5,463) (296) — — — — — (5,759)
Principal repayments received (280,900) (62,051) (2,412) — — — — (345,363)
Payment-in-kind interest/dividend 5,274 1,313 — 8,065 — — — 14,652
Accretion of loan premium/discount 545 87 18 — — — — 650
Accretion of deferred loan origination revenue 7,420 651 — — — — — 8,071
Realized gain (loss) (20,156) (5,461) 42 7,783 148 — — (17,644)
Unrealized appreciation (depreciation) 7,309 3,747 6,616 (473) 208 29 (780) 16,656
Fair value, end of period $ 1,632,057 $ 199,971 $ 91,493 $ 382,531 $ 2,600 $ 3,819 $ 104,243 $ 2,416,714
Nine Months Ended<br><br>September 30, 2023:<br><br>($ in thousands) Senior Debt<br>and 1st Lien<br>Notes Subordinated Debt and 2nd Lien Notes Structured Products Equity<br>Shares Equity Warrants Investments in Joint Ventures / PE Fund Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Fair value, beginning of period $ 1,696,192 $ 263,139 $ 73,550 $ 284,570 $ 1,057 $ 130,427 $ 2,448,935
New investments 237,812 32,722 22,669 69,685 — 2,480 365,368
Proceeds from sales of investments/return of capital (139,593) (2,800) (4,404) (4,844) — (17,530) (169,171)
Loan origination fees received (5,801) (51) — — — — (5,852)
Principal repayments received (94,861) (43,999) (2,042) — — — (140,902)
Payment-in-kind interest/dividends 6,326 7,674 — 5,331 — — 19,331
Accretion of loan premium/discount 612 495 17 — — — 1,124
Accretion of deferred loan origination revenue 5,605 437 — — — — 6,042
Realized gain (loss) (11,090) (43,902) — (7,150) — — (62,142)
Unrealized appreciation (depreciation) 5,487 43,918 (59) 8,098 189 1,269 58,902
Fair value, end of period $ 1,700,689 $ 257,633 $ 89,731 $ 355,690 $ 1,246 $ 116,646 $ 2,521,635

Portfolio Risk Monitoring

The Adviser monitors our portfolio companies on an ongoing basis. As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, rates each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk ratings may not be comparable to ones used by other companies. For additional information regarding the Adviser’s portfolio management and investment monitoring, see “Item 1. Business – Portfolio Management and Investment Monitoring” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Our risk assessment is based on the following risk rating categories:

•Risk Rating 1:    In the opinion of the Adviser, the issuer is performing materially above expectations at the time of underwriting and the business trends and/or risk factors are favorable.

•Risk Rating 2:    In the opinion of the Adviser, the issuer is performing in a manner consistent with expectations at the time of underwriting and the current risk is believed to be similar to that at the time the asset was originated.

•Risk Rating 3:    In the opinion of the Adviser, the issuer is performing below expectations at the time of underwriting and the investment risk has increased since underwriting.

•Risk Rating 4:    In the opinion of the Adviser, the issuer is performing materially below expectations at the time of underwriting and the investment risk has increased materially since underwriting. Issuers with a risk rating of 4 are typically in violation of one or more debt covenants.

•Risk Rating 5:    In the opinion of the Adviser, the issuer is performing substantially below expectations at the time of underwriting and indicates the investment risk has increased substantially since underwriting. Loans with a risk rating of 5 are not anticipated to be repaid in full or have a possibility to not be repaid in full, and the fair market value reflects the Adviser’s current estimate of recoverable value.

The following table shows the classification of our investments by risk rating as of September 30, 2024 and December 31, 2023. Investment risk ratings are accurate only as of those dates and may change due to subsequent developments to a portfolio company’s business or financial condition, market conditions or developments, and other factors.

($ in thousands) September 30, 2024 December 31, 2023
Risk Rating Category Fair Value (1) Percentage of<br>Total<br>Portfolio Fair Value (1) Percentage of<br>Total<br>Portfolio
Category 1 $ 250,611 10.5 % $ 207,279 8.5 %
Category 2 1,542,076 65.0 1,787,077 73.0
Category 3 335,055 14.1 295,908 12.1
Category 4 195,785 8.2 114,267 4.7
Category 5 52,316 2.2 43,131 1.7
Total $ 2,375,843 100.0 % $ 2,447,662 100.0 %

(1) Excludes 9.1% member interest in Jocassee Partners LLC.

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2024, we had eight portfolio companies with investments on non-accrual, the aggregate fair value of which was $12.8 million, which comprised 0.5% of the total fair value of our portfolio, and the aggregate cost of which was $43.7 million, which comprised 1.8% of the total cost of our portfolio. As of December 31, 2023, we had four portfolio companies with investments on non-accrual, the aggregate fair value of which was $37.2 million, which comprised 1.5% of the total fair value of our portfolio, and the aggregate cost of which was $62.6 million, which comprised 2.5% of the total cost of our portfolio.

A summary of our non-accrual assets as of September 30, 2024 is provided below:

Biolam Group

During the quarter ended September 30, 2024, we placed our debt investment in Biolam Group, or Biolam, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Biolam for financial reporting purposes. As of September 30, 2024, the cost of our debt investment in Biolam was $2.5 million and the fair value of such investment was $1.7 million.

Black Angus Steakhouse, LLC

In connection with the Sierra Merger, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus 10% PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our 10% PIK term loan in Black Angus for financial reporting purposes. As of September 30, 2024, the cost of the 10% PIK term loan in Black Angus was $9.6 million and the fair value of such investment was $1.4 million.

Canadian Orthodontic Partners Corp.

During the quarter ended March 31, 2024, we placed our first lien senior secured debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien senior secured debt investment in Canadian Orthodontics for financial reporting purposes. As of September 30, 2024, the cost of our first lien senior secured debt investment in Canadian Orthodontics was $1.9 million and the fair value of such investment was $0.3 million.

Eurofins Digital Testing International LUX Holdings SARL

During the quarter ended June 30, 2024, we placed our debt investments in Eurofins Digital Testing International LUX Holdings SARL, or Eurofins, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Eurofins for financial reporting purposes. As of September 30, 2024, the cost of our debt investments in Eurofins was $5.2 million and the fair value of such investments was $1.0 million.

GPNZ II GmbH

During the quarter ended March 31, 2024, we placed our first lien EURIBOR + 6.00% debt investment in GPNZ II GmbH, or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien EURIBOR + 6.00% debt investment in GPNZ for financial reporting purposes. As of September 30, 2024, the cost of our first lien EURIBOR + 6.00% debt investment in GPNZ was $0.4 million and the fair value of such investments was $0.1 million.

Legal Solutions Holdings

In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of September 30, 2024, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was nil.

Marmoutier Holding B.V.

During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of September 30, 2024, the cost of our debt investments in Marmoutier was $2.8 million and the fair value of such investments was $0.6 million.

REP SEKO MERGER SUB LLC

During the quarter ended September 30, 2024, we placed our first lien senior secured debt investments in REP SEKO MERGER SUB LLC, or SEKO, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien senior secured debt investments in SEKO for financial reporting purposes. As of September 30, 2024, the cost of our first lien senior secured debt investments in SEKO was $11.2 million and the fair value of such investment was $7.7 million.

PIK Non-Accrual Assets

In addition to our non-accrual assets, during the quarter ended September 30, 2024, we placed our first lien senior secured debt investment in A.T. Holdings II LTD, or A.T. Holdings, on non-accrual status only with respect to the PIK interest component of the loan. As of September 30, 2024, the cost of our debt investment in A.T. Holdings was $11.9 million, or 0.5% of the total cost of our portfolio, and the fair value of such investment was $8.4 million, or 0.3% of the total fair value of our portfolio.

Results of Operations

Comparison of the three and nine months ended September 30, 2024 and September 30, 2023

Operating results for the three and nine months ended September 30, 2024 and 2023 were as follows:

Three Months<br><br>Ended Three Months<br><br>Ended Nine Months<br><br>Ended Nine Months<br>Ended
($ in thousands) September 30, 2024 September 30,<br>2023 September 30, 2024 September 30,<br>2023
Total investment income $ 70,851 $ 70,846 $ 215,544 $ 213,352
Total operating expenses 39,633 37,125 112,266 118,113
Net investment income before taxes 31,218 33,721 103,278 95,239
Income taxes, including excise tax expense 1,033 412 1,599 807
Net investment income after taxes 30,185 33,309 101,679 94,432
Net realized gains (losses) (10,894) (17,260) — (24,273) (75,543)
Net unrealized appreciation (depreciation) 2,729 2,010 8,055 79,039
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts (8,165) (15,250) (16,218) 3,496
Benefit from (provision for) taxes — $ 262 $ — $ 161
Net increase in net assets resulting from operations $ 22,020 $ 18,321 $ 85,461 $ 98,089

Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.

Investment Income

Three Months<br><br>Ended Three Months<br><br>Ended Nine Months<br>Ended Nine Months<br>Ended
($ in thousands) September 30, 2024 September 30,<br>2023 September 30, 2024 September 30,<br>2023
Investment income:
Total interest income $ 51,663 $ 55,405 $ 161,122 $ 162,719
Total dividend income 9,841 8,515 30,051 26,639
Total fee and other income 4,289 2,650 11,532 10,250
Total paid–in–kind interest income 4,802 3,979 12,124 13,043
Interest income from cash and cash equivalent investments 256 297 715 701
Total investment income $ 70,851 $ 70,846 $ 215,544 $ 213,352

The change in total investment income for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, was primarily due to increased dividends from portfolio companies and joint venture investments and increased fee and other income, partially offset by a decrease in interest income. The decrease in interest income is primarily due to the amount of our outstanding debt investments decreasing from $2,235.1 million as of September 30, 2023 to $2,107.4 million as of September 30, 2024. For the three and nine months ended September 30, 2024, dividends from portfolio companies and joint venture investments were $9.8 million and $30.1 million, respectively, as compared to $8.5 million and $26.6 million for the three and nine months ended September 30, 2023, respectively. For the three and nine months ended September 30, 2024, fee and other income was $4.3 million and $11.5 million, respectively, as compared to $2.7 million and $10.3 million for the three and nine months ended September 30, 2023, respectively.

Operating Expenses

Three Months<br><br>Ended Three Months<br><br>Ended Nine Months<br>Ended Nine Months<br>Ended
($ in thousands) September 30, 2024 September 30,<br>2023 September 30, 2024 September 30,<br>2023
Operating expenses:
Interest and other financing fees $ 22,563 $ 21,829 $ 64,419 $ 61,956
Base management fee 8,046 8,315 24,515 24,302
Incentive management fees 6,597 4,618 15,886 24,309
General and administrative expenses 2,427 2,363 7,446 7,546
Total operating expenses $ 39,633 $ 37,125 $ 112,266 $ 118,113

Interest and Other Financing Fees

Interest and other financing fees during the three and nine months ended September 30, 2024 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes and the February 2029 Notes (each as defined below under “Liquidity and Capital Resources”). Interest and other financing fees during the three and nine months ended September 30, 2023 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes.

The increase in interest and other financing fees for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023, was primarily attributed to the interest and financing fees on the February 2029 Notes, which were issued in February 2024, partially offset by a lower weighted average interest rate on the February 2019 Credit Facility. The weighted average interest rate on the interest rate swap related to the February 2029 Notes was 8.4% for both the three and nine months ended September 30, 2024. The weighted average interest rate on the February 2019 Credit Facility was 6.5% as of September 30, 2024, as compared to 7.1% as of September 30, 2023.

Base Management Fee

Under the terms of the Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2024, the amount of Base Management Fees incurred were approximately $8.0 million and $24.5 million. For the three and nine months ended September 30, 2023, the amount of Base Management Fees incurred were approximately $8.3 million and $24.3 million, respectively.

The decrease in the Base Management Fees for the three months ended September 30, 2024 versus the three months ended September 30, 2023 is primarily related to the average value of gross assets decreasing from $2,660.8 million as of the end of the two most recently completed calendar quarters prior to September 30, 2023 to $2,574.8 million as of the end of the two most recently completed calendar quarters prior to September 30, 2024. The increase in the Base Management Fees for the nine months ended September 30, 2024 versus the nine months ended September 30, 2023 is primarily related to the average value of gross assets increasing from $2,592.2 million for the nine months ended September 30, 2023 to $2,615.0 million for the nine months ended September 30, 2024. For both the three and nine months ended September 30, 2024 and 2023, the Base Management Fee rate was 1.250%.

Incentive Fee

Under the Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2024, the amount of Income-Based Fees incurred were $6.6 million and $15.9 million, respectively, as compared to $4.6 million and $24.3 million, respectively, for the three and nine months ended September 30, 2023. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap.

The Incentive Fee for both the three months ended September 30, 2024 and September 30, 2023, was limited to the Incentive Fee Cap, however, the Incentive Fee Cap in 2024 was higher than the Incentive Fee Cap in 2023 as a result of an increase in Cumulative Pre-Incentive Fee Net Return partially offset by a smaller increase in incentive fees paid in the trailing twelve quarters (or portion thereof).

The Incentive Fee for both the nine months ended September 30, 2024 and September 30, 2023, was limited to the Incentive Fee Cap, however, the Incentive Fee Cap in 2024 was lower than the Incentive Fee Cap in 2023 as a result of an increase in Cumulative Pre-Incentive Fee Net Return partially offset by a greater increase in incentive fees paid in the trailing twelve quarters (or portion thereof).

General and Administrative Expenses

We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and nine months ended September 30, 2024, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.4 million and $1.4 million, respectively. For the three and nine months ended September 30, 2023, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.5 million and $1.6 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, directors’ and officers’ insurance costs, as well as legal and accounting expenses.

Net Realized Gains (Losses)

Net realized gains (losses) during the three and nine months ended September 30, 2024 and 2023 were as follows:

Three Months<br><br>Ended Three Months<br><br>Ended Nine Months<br>Ended Nine Months<br>Ended
($ in thousands) September 30, 2024 September 30,<br>2023 September 30, 2024 September 30,<br>2023
Net Realized gain (losses):
Non-Control / Non-Affiliate $ (8,543) $ (16,696) $ (13,465) $ (62,142)
Affiliate — — (4,179) —
Net realized gains (losses) on investments (8,543) (16,696) (17,644) (62,142)
Foreign currency transactions 508 (330) 902 3,743
Forward currency contracts (2,859) (234) (7,531) (17,144)
Net realized gains (losses) $ (10,894) $ (17,260) $ (24,273) $ (75,543)

During the three months ended September 30, 2024, we recognized net realized losses totaling $10.9 million, which consisted primarily of a net loss on our investment portfolio of $8.5 million and net loss on forward currency contracts of $2.9 million, partially offset by a net gain on foreign currency transactions of $0.5 million. The net loss on our investment portfolio predominately related to a $12.5 million loss on the exit of one investment, partially offset by a $4.2 million gain on the sale of two investments, which were partially reclassified from unrealized appreciation during the three months ended September 30, 2024. During the nine months ended September 30, 2024, we recognized net realized losses of $24.3 million, which consisted primarily of a net loss on our investment portfolio of $17.6 million, and a net loss on forward currency contracts of $7.5 million, partially offset by a net gain on foreign currency transactions of $0.9 million. The net loss on our investment portfolio was primarily comprised of a $12.7 million loss on the restructuring of two investments, a $16.7 million loss on the sale and exit of two investments, which were primarily reclassified from unrealized appreciation, partially offset by a $12.2 million gain on the sale of three investments during the nine months ended September 30, 2024.

During the three months ended September 30, 2023, we recognized net realized losses totaling $17.3 million, which consisted primarily of a net loss on our investment portfolio of $16.7 million, a net loss on foreign currency transactions of $0.3 million and a net loss on forward currency contracts of $0.2 million. The net loss on our investment portfolio was primarily comprised of a $12.9 million loss on the sales of three investments and a $3.0 million loss on the restructuring of one investment, which were all predominately reclassified from unrealized depreciation during the three months ended September 30, 2023. During the nine months ended September 30, 2023, we recognized net realized losses totaling $75.5 million, which consisted primarily of a net loss on our investment portfolio of $62.1 million and a net loss on forward currency contracts of $17.1 million, partially offset by a net gain on foreign currency transactions of $3.7 million. The net loss on our investment portfolio primarily related to the $43.6 million realized loss on the exit of our debt investments in Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the nine months ended September 30, 2023.

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the three and nine months ended September 30, 2024 and 2023 was as follows:

Three Months<br><br>Ended Three Months<br><br>Ended Nine Months<br>Ended Nine Months<br>Ended
($ in thousands) September 30, 2024 September 30,<br>2023 September 30, 2024 September 30,<br>2023
Net change in unrealized appreciation:
Non-Control / Non-Affiliate $ 24,957 $ 9,336 $ 25,629 $ 62,108
Affiliate (3,452) 184 $ (5,691) 13,745
Control (1,496) (15,999) $ (3,262) (17,665)
Net unrealized appreciation (depreciation) of investments 20,009 (6,479) 16,676 58,188
Credit support agreements 654 (6,450) $ (6,600) 1,114
Foreign currency transactions (9,775) 7,560 (5,234) (3,406)
Forward currency contracts (8,159) 7,379 3,213 23,143
Net unrealized appreciation (depreciation) $ 2,729 $ 2,010 $ 8,055 $ 79,039

During the three months ended September 30, 2024, we recorded net unrealized appreciation totaling $2.7 million, consisting of net unrealized appreciation reclassification adjustments of $11.1 million related to the net realized losses / gains on the sales / exits and restructures of certain investments, net unrealized appreciation on our current portfolio of $8.9 million, and unrealized appreciation of $1.1 million on the MVC credit support agreement with Barings, partially offset by net unrealized depreciation related to foreign currency transactions of $9.8 million, net unrealized depreciation related to forward currency contracts of $8.2 million and net unrealized depreciation of $0.4 million on the Sierra credit support agreement with Barings. The net unrealized appreciation on our current portfolio of $8.9 million was driven primarily by the impact of foreign currency exchange rates on investments of $21.6 million, partially offset by the credit or fundamental performance of investments of $11.1 million and broad market moves for investments of $1.6 million.

During the nine months ended September 30, 2024, we recorded net unrealized appreciation totaling $8.1 million, consisting of net unrealized appreciation reclassification adjustments of $27.3 million related to the net realized losses on the sales / repayments and restructures of certain investments, net unrealized appreciation related to forward currency contracts of $3.2 million and unrealized appreciation of $1.7 million on the MVC credit support agreement with Barings, partially offset by net unrealized depreciation on our current portfolio of $10.6 million, unrealized depreciation of $8.3 million on the Sierra credit support agreement with Barings and net unrealized depreciation related to foreign currency transactions of $5.2 million. The net unrealized depreciation on our current portfolio of $10.6 million was driven primarily by the credit or fundamental performance of investments of $25.8 million, partially offset by the impact of foreign currency exchange rates on investments of $10.5 million and broad market moves for investments of $4.7 million.

During the three months ended September 30, 2023, we recorded net unrealized appreciation totaling $2.0 million, consisting of unrealized appreciation of $1.2 million on the MVC credit support agreement with Barings, net unrealized appreciation related to foreign currency transactions of $7.6 million, net unrealized appreciation related to forward currency contracts of $7.4 million and unrealized appreciation reclassification adjustments of $11.5 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $17.4 million, unrealized depreciation of $7.6 million on the Sierra credit support agreement with Barings and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $17.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $14.8 million and credit or fundamental performance of investments of $6.7 million, partially offset by broad market moves for investments of $4.1 million.

During the nine months ended September 30, 2023, we recorded net unrealized appreciation totaling $79.0 million, consisting of unrealized appreciation of $4.4 million on the MVC credit support agreement with Barings, net unrealized appreciation related to forward currency contracts of $23.1 million and net unrealized appreciation reclassification adjustments of $59.1 million related to the net realized losses on the sales / repayments of certain investments, net of unrealized depreciation on our current portfolio of $0.2 million, unrealized depreciation of $3.3 million on the Sierra credit support agreement with Barings, net unrealized depreciation related to foreign currency transactions of $3.4 million and $0.7 million of deferred taxes. The net unrealized depreciation on our current portfolio of $0.2 million was driven primarily by the impact of foreign currency exchange rates on investments of $4.0 million and credit or fundamental performance of investments of $3.3 million, partially offset by broad market moves for investments of $7.1 million.

Liquidity and Capital Resources

We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the February 2019 Credit Facility (as defined below under “Financing Transactions”) and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements.

Cash Flows

For the nine months ended September 30, 2024, we experienced a net decrease in cash in the amount of $4.5 million. During that period, our operating activities provided $167.3 million in cash, with proceeds from sales or repayments of portfolio investments totaling $422.9 million and other cash collections from investments exceeding purchases of portfolio investments of $346.0 million. In addition, our financing activities used net cash of $171.9 million, consisting of net repayments under the February 2019 Credit Facility of $377.1 million, dividends paid in the amount of $82.6 million and share repurchases of $5.0 million, partially offset by net proceeds of $292.8 million from the issuance of the February 2029 Notes. As of September 30, 2024, we had $66.0 million of cash and foreign currencies on hand, including $3.2 million of restricted cash.

For the nine months ended September 30, 2023, we experienced a net decrease in cash in the amount of $89.7 million. During that period, our operating activities used $62.1 million in cash, consisting primarily of purchases of portfolio investments of $400.5 million partially offset by proceeds from sales or repayments of portfolio investments totaling $273.6 million. In addition, our financing activities used net cash of $27.6 million, consisting of dividends paid in the amount of $81.3 million and share repurchases of $10.9 million, partially offset by net borrowings under the February 2019 Credit Facility of $67.0 million. As of September 30, 2023, we had $49.8 million of cash and foreign currencies on hand.

Financing Transactions

February 2019 Credit Facility

On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility (the “November 2021 Amendment”). Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1,065.0 million from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility (the “April 2022 Amendment”). We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).

Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no longer maintain an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.

In addition, we pay a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the

unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, we incurred financing fees of approximately $6.4 million, which will be amortized over the life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, we incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.

As of September 30, 2024, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $131.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 7.105% (one month SOFR of 5.005%), borrowings denominated in Swedish kronor of 9.8kr million ($1.0 million U.S. dollars) with an interest rate of 5.500% (one month STIBOR of 3.500%), borrowings denominated in British pounds sterling of £55.6 million ($74.6 million U.S. dollars) with an interest rate of 7.233% (one month SONIA of 5.200%) and borrowings denominated in Euros of €126.6 million ($141.3 million U.S. dollars) with an interest rate of 5.500% (one month EURIBOR of 3.500%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.

The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2024, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $347.8 million. See “Note 5. Borrowings — February 2019 Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.

August 2025 Notes

On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, we are obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we may redeem the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.

The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of September 30, 2024, we were in compliance with all covenants under the August 2020 NPA.

The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities

laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of September 30, 2024, the fair value of the outstanding August 2025 Notes was $49.7 million. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

November Notes

On November 4, 2020, we entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes,” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020.

The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, we are obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, we may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of September 30, 2024, we were in compliance with all covenants under the November 2020 NPA.

The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of September 30, 2024, the fair value of the outstanding Series B Notes and the Series C Notes was $61.5 million and $109.2 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

February Notes

On February 25, 2021, we entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds

specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.

The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, we are obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, we may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.

The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of September 30, 2024, we were in compliance with all covenants under the February 2021 NPA.

The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of September 30, 2024, the fair value of the outstanding Series D Notes and the Series E Notes was $77.7 million and $66.3 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

November 2026 Notes

On November 23, 2021, we entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “November 2026 Notes Indenture”) with U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association, the “Trustee”). The First Supplemental Indenture relates to our issuance of $350.0 million aggregate principal amount of our 3.300% notes due 2026 (the “November 2026 Notes”).

The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the November 2026 Notes Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The November 2026 Notes Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not we

are subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These covenants are subject to important limitations and exceptions that are described in the November 2026 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the November 2026 Notes Indenture, we will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.

The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, we entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, we filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.

As of September 30, 2024, the fair value of the outstanding November 2026 Notes was $327.9 million. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

February 2029 Notes

On February 7, 2024, we entered into an underwriting agreement among us, Barings LLC, and Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc., BMO Capital Markets Corp., and Fifth Third Securities, Inc., in connection with the issuance and sale of $300.0 million in aggregate principal amount of our 7.000% senior unsecured notes due February 15, 2029 (the “February 2029 Notes”). The February 2029 Notes offering closed on February 12, 2024 and the February 2029 Notes were issued under a Second Supplemental Indenture, dated February 12, 2024, between us and the Trustee, to the Base Indenture (the “Second Supplemental Indenture,” and together with the Base Indenture, the “February 2029 Notes Indenture”).

The February 2029 Notes will mature on February 15, 2029 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the February 2029 Notes Indenture. The February 2029 Notes bear interest at a rate of 7.000% per year payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2024. The February 2029 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the February 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The February 2029 Notes Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not we are subject to those requirements (but giving effect to exemptive relief granted to us by the SEC), and to provide financial information to the holders of the February 2029 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the February 2029 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the February 2029 Notes Indenture, we may be required by the holders of the February 2029 Notes to make an offer to purchase the outstanding February 2029 Notes at a price equal to 100% of the principal amount of such February 2029 Notes plus accrued and unpaid interest to the repurchase date.

The net proceeds received by us in connection with the February 2029 Notes offering were approximately $292.9 million, after deducting the underwriting discounts and estimated offering expenses payable by us.

As of September 30, 2024, the fair value of the outstanding February 2029 Notes was $305.6 million. The fair value determinations of the February 2029 Notes were based on a market yield approach and current interest rates, which are Level 3

inputs to the market yield model.

In connection with the offering of the February 2029 Notes, on February 12, 2024, we entered into a $300.0 million notional value interest rate swap. We receive a fixed rate interest at 7.00% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 3.14750%. The swap transaction matures on February 15, 2029. The interest expense related to the February 2029 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of September 30, 2024, the interest rate swap had a fair value of $5.6 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the February 2029 Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

Share Repurchase Program

On February 23, 2023, our Board authorized a 12-month share repurchase program (the “Prior Share Repurchase Program”). Under the Prior Share Repurchase Program, we were able to repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current net asset value (“NAV”) per share. The timing, manner, price and amount of any share repurchases was determined by us, at our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The Prior Share Repurchase Program terminated on March 1, 2024. The Prior Share Repurchase Program did not require us to repurchase any specific number of shares, and we could not assure stockholders that any shares would be repurchased under the Prior Share Repurchase Program. During the nine months ended September 30, 2024, we did not repurchase any shares pursuant to the Prior Share Repurchase Program.

On February 22, 2024, our Board authorized a new 12-month share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase Program, we may repurchase, during the 12-month period commencing on March 1, 2024, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The Share Repurchase Program is expected to be in effect until March 1, 2025, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The Share Repurchase Program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the nine months ended September 30, 2024, we repurchased a total of 508,132 shares of common stock in the open market under the Share Repurchase Program at an average price of $9.79 per share, including brokerage commissions.

Distributions to Stockholders

We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.

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 intend to make the required distributions to our stockholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We have historically met our minimum distribution requirements and continually monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing agreement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend under published guidance from the Internal Revenue Service) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on

the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.

The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income, or ICTI, as defined by the Code. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

Recent Developments

Subsequent to September 30, 2024, we made approximately $117.1 million of new commitments, of which $95.8 million closed and funded. The $95.8 million of investments consists of $91.2 million of first lien senior secured debt investments, $0.6 million of second lien senior secured debt investments, $0.5 million of equity investments and a $3.5 million preferred equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, litigation finance loans to mass tort law firms. The weighted average yield of the debt investments was 9.6%. In addition, we funded $12.9 million of previously committed revolvers and delayed draw term loans.

On November 5, 2024, we entered into an amended and restated senior secured credit agreement, which amended the February 2019 Credit Facility to, among other things, (a) extend the revolving period from February 21, 2025 to November 5, 2028; (b) extend the stated maturity date from February 21, 2026 to November 5, 2029; (c) adjust the interest rate charged on the February 2019 Credit Facility from an applicable spread of either the term SOFR plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months, or 0.25% for borrowings with an interest period of six months to an applicable spread of 1.875% plus a credit spread adjustment of 0.10%; and (d) reduce the total commitments under the facility from $1,065 million to $825 million, of which $100 million has been reallocated from revolving commitments to term loan commitments.

On November 6, 2024, the Board declared a quarterly distribution of $0.26 per share payable on December 11, 2024 to holders of record as of December 4, 2024.

Critical Accounting Policies and Use of Estimates

The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Valuation of Investments

The Adviser conducts the valuation of our investments, upon which our NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of

portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Our current valuation policy and processes were established by the Adviser and were approved by the Board.

As of September 30, 2024, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 202% of our total net assets, as compared to approximately 208% of our total net assets as of December 31, 2023.

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.

There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

Investment Valuation Process

The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.

At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all

security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).

Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use. If the Barings pricing committee disagrees with the price range provided, it may make a fair value recommendation to Barings that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.

Valuation Inputs

The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP

As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP (each as defined in “Note 3. Investments” in the Notes to Unaudited Consolidated Financial Statements) are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using the NAV of each company and our ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.

Revenue Recognition

Interest and Dividend Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the

investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible.

Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. We monitor the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.

Dividend income on preferred equity securities is recorded on the 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 is recorded on the ex-dividend date.

We may have to include interest income in our ICTI, including original issue discount income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.

Fee and Other Income

Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan, or Loan Origination Fees, are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned. Other income includes royalty income received in connection to revenue participation rights which is recorded on an accrual basis in accordance with revenue participation right agreements and recognized as investment income over the term of the rights.

Fee and other income for the three and nine months ended September 30, 2024 and 2023 was as follows:

Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
($ in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Recurring Fee and Other Income:
Amortization of loan origination fees $ 1,743 $ 1,740 $ 5,191 $ 5,160
Management, valuation and other fees 403 518 1,244 1,712
Royalty income 176 — 251 —
Total Recurring Fee and Other Income 2,322 2,258 6,686 6,872
Non-Recurring Fee and Other Income:
Prepayment fees 44 — 316 329
Acceleration of unamortized loan origination fees 855 208 2,880 882
Advisory, loan amendment and other fees 1,068 184 1,650 2,167
Total Non-Recurring Fee and Other Income 1,967 392 4,846 3,378
Total Fee and Other Income $ 4,289 $ 2,650 $ 11,532 $ 10,250

Payment-in-Kind (PIK) Interest Income

We currently hold, and expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.

Unused Commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2024 and December 31, 2023, we believed that we had adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of September 30, 2024 and December 31, 2023 were as follows:

Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
Accurus Aerospace Corporation(1)(2) Revolver $ 461 $ 634
AD Bidco, Inc.(1) Delayed Draw Term Loan 3,522 —
AD Bidco, Inc.(1) Revolver 1,303 —
Adhefin International(1)(3) Delayed Draw Term Loan 424 419
AirX Climate Solutions, Inc.(1)(2) Delayed Draw Term Loan — 1,179
AirX Climate Solutions, Inc.(1)(2) Delayed Draw Term Loan 2,443 —
AirX Climate Solutions, Inc.(1)(2) Delayed Draw Term Loan 560 —
AirX Climate Solutions, Inc.(1)(2) Revolver 814 482
AlliA Insurance Brokers NV(1)(3) Delayed Draw Term Loan 648 1,634
Americo Chemical Products, LLC(1) Revolver 471 471
Amtech LLC(1) Revolver — 436
Anju Software, Inc.(1)(2) Delayed Draw Term Loan — 343
Aquavista Watersides 2 LTD(1)(2)(4) Capex / Acquisition Facility 2,337 2,221
Arc Education(1)(3) Delayed Draw Term Loan 1,305 1,291
Argus Bidco Limited(1)(2)(4) CAF Term Loan 396 541
ASC Communications, LLC(1) Revolver 1,089 1,089
Astra Bidco Limited(1)(4) Delayed Draw Term Loan 235 604
ATL II MRO Holdings Inc.(1) Revolver 1,667 1,667
Avance Clinical Bidco Pty Ltd(1)(2)(5) Delayed Draw Term Loan 1,325 1,304
Azalea Buyer, Inc.(1) Delayed Draw Term Loan 644 644
Azalea Buyer, Inc.(1) Revolver 481 481
Beyond Risk Management, Inc.(1) Delayed Draw Term Loan — 2,007
Beyond Risk Management, Inc.(1)(2) Delayed Draw Term Loan 4,629 —
Biolam Group(1)(2)(3) Delayed Draw Term Loan 674 667
BKF Buyer, Inc.(1)(2) Revolver 2,970 —
Bounteous, Inc.(1)(2) Delayed Draw Term Loan — 2,840
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 141 140
BrightSign LLC(1) Revolver 310 443
Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
--- --- --- ---
CAi Software, LLC(1)(2) Revolver 1,261 943
Caldwell & Gregory LLC(1) Delayed Draw Term Loan 3,750 —
Caldwell & Gregory LLC(1) Revolver 2,500 —
Canadian Orthodontic Partners Corp.(1)(2)(6) Delayed Draw Term Loan 95 —
Cascade Residential Services LLC(1) Delayed Draw Term Loan 629 1,985
Cascade Residential Services LLC(1) Revolver 265 331
Catawba River Limited(1)(2)(4) Structured Junior Note — 13,971
CCFF Buyer, LLC(1) Delayed Draw Term Loan 3,490 —
CCFF Buyer, LLC(1) Revolver 1,047 —
CGI Parent, LLC(1) Revolver 1,653 1,653
Classic Collision (Summit Buyer, LLC)(1) Delayed Draw Term Loan — 2,734
Comply365, LLC(1) Revolver 1,101 1,101
Coyo Uprising GmbH(1)(2)(3) Delayed Draw Term Loan 438 434
CSL DualCom(1)(4) Capex / Acquisition Term Loan 158 150
DataServ Integrations, LLC(1) Revolver 481 481
DecksDirect, LLC(1)(2) Revolver 34 381
DISA Holdings Corp.(1) Delayed Draw Term Loan — 1,072
DISA Holdings Corp.(1) Revolver 429 339
Dune Group(1)(2)(3) Delayed Draw Term Loan 443 439
Eclipse Business Capital, LLC(1) Revolver 15,909 17,182
Electrical Components International, Inc.(1)(2) Delayed Draw Term Loan 585 —
EMI Porta Holdco LLC(1)(2) Revolver 2,610 403
eShipping, LLC(1) Revolver 1,486 1,486
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3) Delayed Draw Term Loan 2,759 2,731
Events Software BidCo Pty Ltd(1)(2) Delayed Draw Term Loan 619 620
Express Wash Acquisition Company, LLC(1)(2) Revolver 115 115
Faraday(1)(3) Delayed Draw Term Loan 1,000 990
Finexvet(1)(3) Delayed Draw Term Loan — 650
Footco 40 Limited(1)(4) Delayed Draw Term Loan 551 524
Forest Buyer, LLC(1) Revolver 298 —
Fortis Payment Systems, LLC(1)(2) Delayed Draw Term Loan 459 —
Fortis Payment Systems, LLC(1)(2) Revolver 625 —
GB Eagle Buyer, Inc.(1) Revolver 2,581 2,581
GCDL LLC(1)(2) Delayed Draw Term Loan 108 —
GCDL LLC(1)(2) Revolver 108 —
Global Academic Group Limited(1)(7) Term Loan 416 414
GPZN II GmbH(1)(2)(3) Delayed Draw Term Loan — 53
GPZN II GmbH(1)(2)(3) Delayed Draw Term Loan 18 —
Graphpad Software, LLC(1) Delayed Draw Term Loan 2,093 —
Graphpad Software, LLC(1) Revolver 872 —
Greenhill II BV(1)(3) Capex Acquisition Facility 30 120
Groupe Product Life(1)(3) Delayed Draw Term Loan 162 —
Gusto Aus BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 113 167
HeartHealth Bidco Pty Ltd(1)(2)(5) Delayed Draw Term Loan 239 253
Heavy Construction Systems Specialists, LLC(1) Revolver 2,632 2,632
HEKA INVEST(1)(3) Delayed Draw Term Loan 581 575
Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
--- --- --- ---
HemaSource, Inc.(1) Revolver 1,804 1,421
HomeX Services Group LLC(1) Delayed Draw Term Loan 650 845
HomeX Services Group LLC(1) Revolver 338 338
HTI Technology & Industries(1)(2) Delayed Draw Term Loan 2,045 2,045
HTI Technology & Industries(1)(2) Revolver 1,364 1,364
Hydratech Holdings, Inc. (1)(2) Delayed Draw Term Loan 4,960 —
Hydratech Holdings, Inc. (1)(2) Revolver 1,125 —
Ice House America, L.L.C.(1) Delayed Draw Term Loan 165 —
Ice House America, L.L.C.(1) Revolver 302 —
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan — 266
INOS 19-090 GmbH(1)(2)(3) Acquisition Facility — 1,872
Interstellar Group B.V.(1)(3) Delayed Draw Term Loan 627 620
Interstellar Group B.V.(1)(3) Delayed Draw Term Loan — 57
InvoCare Limited(1)(5) Delayed Draw Term Loan 393 387
Isolstar Holding NV (IPCOM)(1)(2)(3) Delayed Draw Term Loan — 656
ISTO Technologies II, LLC(1) Revolver 714 714
ITI Intermodal, Inc.(1)(2) Revolver 1,031 1,157
Jocassee Partners LLC(1) Joint Venture 65,000 65,000
Jon Bidco Limited(1)(2)(7) Capex & Acquisition Facility 1,131 1,125
Jones Fish Hatcheries & Distributors LLC(1) Revolver 418 418
Kano Laboratories LLC(1) Delayed Draw Term Loan — 2,830
Kano Laboratories LLC(1) Delayed Draw Term Loan — 153
Keystone Bidco B.V.(1)(3) Delayed Draw Term Loan 200 —
Keystone Bidco B.V.(1)(3) Revolver 75 —
Lambir Bidco Limited(1)(2)(3) Delayed Draw Term Loan 633 626
Lattice Group Holdings Bidco Limited(1)(2) Delayed Draw Term Loan 237 255
Lattice Group Holdings Bidco Limited(1)(2) Revolver — 18
LeadsOnline, LLC(1) Revolver 2,603 2,187
Lifestyle Intermediate II, LLC(1)(2) Revolver — 2,500
Marmoutier Holding B.V.(1)(2)(3) Delayed Draw Term Loan 25 18
Marmoutier Holding B.V.(1)(2)(3) Revolver 111 109
Marshall Excelsior Co.(1)(2) Revolver — 221
MB Purchaser, LLC(1) Delayed Draw Term Loan 1,144 —
MB Purchaser, LLC(1) Revolver 309 —
MC Group Ventures Corporation(1) Delayed Draw Term Loan 276 276
MC Group Ventures Corporation(1) Delayed Draw Term Loan 4,822 —
Media Recovery, Inc. (SpotSee)(1) Revolver 635 —
Media Recovery, Inc. (SpotSee)(1)(4) Revolver 794 —
Megawatt Acquisitionco, Inc.(1)(2) Revolver 592 —
Mercell Holding AS(1)(2)(8) Capex Acquisition Facility 745 773
Modern Star Holdings Bidco Pty Limited.(1)(2)(5) Term Loan 991 974
Moonlight Bidco Limited(1)(4) Delayed Draw Term Loan 591 562
Narda Acquisitionco., Inc.(1) Revolver 1,311 1,311
NAW Buyer LLC(1) Delayed Draw Term Loan 5,729 5,876
NAW Buyer LLC(1) Revolver 1,894 1,515
NeoxCo(1)(3) Delayed Draw Term Loan 502 497
Next Holdco, LLC(1) Delayed Draw Term Loan 1,891 1,891
Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
--- --- --- ---
Next Holdco, LLC(1) Revolver 733 733
NF Holdco, LLC(1)(2) Revolver 497 663
Novotech Aus Bidco Pty Ltd(1) Capex & Acquisition Facility — 809
NPM Investments 28 B.V. (1)(3) Delayed Draw Term Loan 484 479
OA Buyer, Inc.(1) Revolver 1,331 1,331
OAC Holdings I Corp(1) Revolver 1,370 1,370
OSP Hamilton Purchaser, LLC(1)(2) Delayed Draw Term Loan 4,276 5,345
OSP Hamilton Purchaser, LLC(1)(2) Revolver 1,109 1,109
Parkview Dental Holdings LLC(1)(2) Delayed Draw Term Loan 328 328
PDQ.Com Corporation(1)(2) Delayed Draw Term Loan 3,256 4,807
PDQ.Com Corporation(1)(2) Delayed Draw Term Loan 1,970 1,970
Polara Enterprises, L.L.C.(1) Revolver 545 545
Premium Invest(1)(3) Acquisition Facility 1,730 1,712
Process Insights Acquisition, Inc.(1) Delayed Draw Term Loan 935 935
Process Insights Acquisition, Inc.(1) Revolver 576 —
Process Insights Acquisition, Inc.(1) Revolver — 1,014
ProfitOptics, LLC(1)(2) Revolver 169 210
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan — 656
Pro-Vision Solutions Holdings, LLC(1) Revolver 2,077 —
PSP Intermediate 4, LLC(1)(2)(3) Delayed Draw Term Loan 208 206
Qualified Industries, LLC(1) Revolver 242 242
R1 HOLDINGS, LLC(1) Delayed Draw Term Loan — 1,682
R1 HOLDINGS, LLC(1) Revolver 1,947 1,947
RA Outdoors, LLC(1)(2) Revolver — 438
Randys Holdings, Inc.(1) Delayed Draw Term Loan 2,399 3,412
Randys Holdings, Inc.(1) Revolver 1,434 1,326
REP SEKO MERGER SUB LLC(1)(2) Revolver 56 —
Rhondda Financing No. 1 DAC(1)(4) Structured Junior Note — 4,707
Rocade Holdings LLC(1) Preferred Equity 17,500 17,500
Rock Labor LLC(1) Revolver 1,103 1,103
Royal Buyer, LLC(1) Delayed Draw Term Loan — 922
Royal Buyer, LLC(1) Revolver 1,748 1,340
RPX Corporation(1)(2) Revolver 3,024 —
RTIC Subsidiary Holdings, LLC(1)(2) Revolver — 3,333
Sanoptis S.A.R.L.(1)(3) Term Loan 2,647 —
Sanoptis S.A.R.L.(1)(3) Acquisition Capex Facility — 16
Sanoptis S.A.R.L.(1)(3) CAF Term Loan — 1,458
Sansidor BV(1)(2)(3) Acquisition Facility Term Loan 427 —
SBP Holdings LP(1) Delayed Draw Term Loan — 151
SBP Holdings LP(1) Delayed Draw Term Loan 7,905 —
SBP Holdings LP(1) Revolver 2,730 1,065
Scaled Agile, Inc.(1)(2) Revolver — 280
Scout Bidco B.V.(1)(2)(3) Revolver 1,077 640
Security Holdings B.V.(1)(2)(3) Delayed Draw Term Loan 2,232 2,209
Security Holdings B.V.(1)(2)(3) Revolver 1,116 1,105
Sinari Invest(1)(3) Delayed Draw Term Loan 624 617
SISU ACQUISITIONCO., INC.(1)(2) Delayed Draw Term Loan 503 1,007
Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
--- --- --- ---
Smartling, Inc.(1) Revolver 1,176 1,176
SmartShift Group, Inc.(1)(2) Delayed Draw Term Loan — 3,440
SmartShift Group, Inc.(1) Revolver 1,651 1,651
SOLO BUYER, L.P.(1)(2) Revolver 1,596 1,330
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) Delayed Draw Term Loan 232 399
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1) Revolver 156 90
SPATCO Energy Solutions, LLC(1)(2) Delayed Draw Term Loan 1,635 —
SPATCO Energy Solutions, LLC(1)(2) Revolver 1,188 —
Spatial Business Systems LLC(1)(2) Delayed Draw Term Loan 1,875 1,875
Spatial Business Systems LLC(1)(2) Revolver 1,406 1,406
SSCP Pegasus Midco Limited(1)(4) Delayed Draw Term Loan 2,384 4,119
Superjet Buyer, LLC(1)(2) Delayed Draw Term Loan 4,085 —
Superjet Buyer, LLC(1)(2) Revolver 2,189 1,369
SVI International LLC(1) Delayed Draw Term Loan 74 —
SVI International LLC(1) Revolver 74 —
Syntax Systems Ltd(1) Revolver — 391
Tank Holding Corp(1)(2) Delayed Draw Term Loan 509 614
Tank Holding Corp(1)(2) Revolver 255 640
TANQUERAY BIDCO LIMITED(1)(4) Capex Facility 1,213 1,153
Technology Service Stream BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 261 —
Techone B.V.(1)(3) Revolver 530 315
Tencarva Machinery Company, LLC(1)(2) Revolver 1,470 1,129
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Delayed Draw Term Loan — 1,825
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Revolver 827 827
The Cleaver-Brooks Company, Inc.(1) Revolver — 3,229
The Hilb Group, LLC(1) Delayed Draw Term Loan — 313
Trader Corporation(1)(6) Revolver 346 354
Trintech, Inc.(1) Revolver 383 383
TSYL Corporate Buyer, Inc.(1) Delayed Draw Term Loan 239 1,469
TSYL Corporate Buyer, Inc.(1) Delayed Draw Term Loan 2,244 2,244
TSYL Corporate Buyer, Inc.(1) Revolver 642 642
Turbo Buyer, Inc. (1)(2) Delayed Draw Term Loan — 1,350
UBC Ledgers Holding AB(1)(2)(9) Delayed Draw Term Loan 255 840
UBC Ledgers Holding AB(1)(9) Revolver — 278
Union Bidco Limited(1)(4) Acquisition Facility 71 83
United Therapy Holding III GmbH(1)(2)(3) Acquisition Facility 690 683
Unither (Uniholding)(1)(3) Delayed Draw Term Loan 484 479
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2) Delayed Draw Term Loan 2,407 2,540
WEST-NR ACQUISITIONCO, LLC(1) Delayed Draw Term Loan 2,448 2,500
Whitcraft Holdings, Inc.(1)(2) Delayed Draw Term Loan 3,090 —
Whitcraft Holdings, Inc.(1)(2) Revolver 918 1,760
White Bidco Limited(1) Delayed Draw Term Loan 514 514
Woodland Foods, LLC(1)(2) Line of Credit 1,065 680
World 50, Inc.(1) Revolver 827 —
WWEC HOLDINGS III CORP(1)(2) Revolver 2,485 2,019
Xeinadin Bidco Limited(1)(2)(4) CAF Term Loan — 2,704
Portfolio Company <br>($ in thousands) Investment Type September 30, 2024 December 31, 2023
--- --- --- --- --- ---
ZB Holdco LLC(1) Delayed Draw Term Loan — 2,932
ZB Holdco LLC(1)(2) Revolver 372 845
Zeppelin Bidco Limited(1)(2)(4) Capex / Acquisition Facility — 2,667
Total unused commitments to extend financing $ 306,343 $ 305,903

(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of our current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

In the normal course of business, we guarantee certain obligations in connection with our portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both September 30, 2024 and December 31, 2023, we had guaranteed €9.9 million ($11.0 million U.S. dollars and $10.9 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh, or MVC Auto, that mature in December 2025. We would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on our Unaudited and Audited Consolidated Balance Sheets. As such, the credit facility liabilities are considered in the valuation of our investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The fair value of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.

In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including EURIBOR, BBSY, STIBOR, CORRA, SOFR, SONIA, SARON, NIBOR and BKBM. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. We currently, and may in the future, hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.

As of September 30, 2024, no settings of the London Interbank Offered Rate (“LIBOR”) continue to be published. On March 15, 2022, the U.S. enacted federal legislation that is intended to minimize legal and economic uncertainty following U.S.

dollar LIBOR’s cessation by replacing LIBOR references in certain U.S. law-governed contracts under certain circumstances with a SOFR-based rate identified in a Federal Reserve rule plus a statutory spread adjustment.

Our loan agreements with our portfolio companies that referenced LIBOR included fallback language in the event that LIBOR was discontinued, became unrepresentative or in the event that the method for determining LIBOR has changed. As a result of this language or through other bi-lateral amendments, all of these loan agreements have transitioned to an alternative reference rate.

The transition away from LIBOR and reform, modification, or adjustments of other reference rate benchmarks to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.

Following a campaign by the U.S. Federal Reserve of raising interest rates to address significant and persistent inflation in order to slow economic growth and reduce price pressure, in September 2024, the U.S. Federal Reserve announced a benchmark rate cut and has announced that it may cut benchmark rates further in the next year, depending on inflation reports and other metrics. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR.

As of September 30, 2024, approximately $1,851.8 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are SOFR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. As of September 30, 2024, approximately $647.8 million (principal amount) of our borrowings bore interest at variable rates (approximately 47.2% of our total borrowings as of September 30, 2024) under the February 2019 Credit Facility and the February 2029 Notes. See “Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for information about the variable interest rates and spreads applicable to borrowings under the February 2019 Credit Facility and the February 2029 Notes.

Based on our September 30, 2024 Unaudited Consolidated Balance Sheet, the following table shows the annual impact on net income of hypothetical base rate changes in interest rates on our debt investments and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

(in thousands)<br><br>Basis Point Change(1) Interest Income Interest Expense Net Income(2)
Up 300 basis points $ 55,555 $ 19,434 $ 36,121
Up 200 basis points 37,037 12,956 24,081
Up 100 basis points 18,518 6,478 12,040
Down 25 basis points (4,630) (1,620) (3,010)
Down 50 basis points (9,259) (3,239) (6,020)

(1) Excludes the impact of foreign currency exchange.

(2) Excludes the impact of income based fees. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for more information on the income based fees.

We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the February 2019 Credit Facility to finance such investments. As of September 30, 2024, we had U.S. dollar borrowings of $131.0 million outstanding under the February 2019 Credit Facility with an interest rate of 7.105% (one month SOFR of 5.005%), borrowings denominated in Swedish kronor of 9.8kr million ($1.0 million U.S. dollars) with an interest rate of 5.500% (one month STIBOR of 3.500%), borrowings denominated in British pounds sterling of £55.6 million ($74.6 million U.S. dollars) with an interest rate of 7.233% (one month SONIA of 5.200%) and borrowings denominated in Euros of €126.6 million ($141.3 million U.S. dollars) with an interest rate of 5.500% (one month EURIBOR of 3.500%).

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the third quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings.

Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors.

You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to transact in our securities. The risks and uncertainties referenced herein are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.

There have been no material changes during the three months ended September 30, 2024 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, which you should carefully consider before transacting in our securities. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the market price of our securities could decline, and you may lose all or part of your investment.

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

Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

During the three months ended September 30, 2024, in connection with our DRIP for our common stockholders, we directed the plan administrator to purchase 60,837 shares of our common stock for an aggregate of $604,177 in the open market in order to satisfy our obligations to deliver shares of common stock to our stockholders with respect to our dividend declared on August 7, 2024.

On February 22, 2024, the Board authorized a new 12-month Share Repurchase Program. Under the Share Repurchase Program, we may repurchase, during the 12-month period commencing on March 1, 2024, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The Share Repurchase Program is expected to be in effect until March 1, 2025, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The Share Repurchase Program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the three months ended September 30, 2024, we repurchased a total of 199,054 shares of our common stock in the open market under the Share Repurchase Program at an average price of $9.84 per share, including brokerage commissions.

The following chart summarizes repurchases of our common stock for the three months ended September 30, 2024:

Period Total number of shares purchased Average price paid per share Total number of<br>shares purchased<br>as part of publicly<br>announced plans<br>or programs Approximate dollar value of shares that <br>may yet be<br>purchased under the plans or programs(2)
July 1 through July 31, 2024 — $ — — $ 26,984
August 1 through August 31, 2024 — $ — — $ 26,984
September 1 through September 30, 2024 259,891 (1) $ 9.86 199,054 $ 25,027

(1)     Includes 60,837 shares purchased in the open market pursuant to the terms of our dividend reinvestment plan.

(2)    In thousands.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits.

Number Exhibit
3.1 Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-138418) filed with the Securities and Exchange Commission on December 29, 2006 and incorporated herein by reference).
3.2 Articles of Amendment of the Registrant (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
3.3 Seventh Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
3.4 Articles Supplementary (Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
10.1 Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as July 2, 2024, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING, as administrative agent.**
31.1 Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2 Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1 Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
32.2 Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, 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.

***    Furnished Herewith.

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.

BARINGS BDC, INC.
Date: November 6, 2024 /s/    Eric Lloyd
Eric Lloyd
Chief Executive Officer
(Principal Executive Officer)
Date: November 6, 2024 /s/    Elizabeth A. Murray
Elizabeth A. Murray
Chief Financial Officer and
Chief Operating Officer
(Principal Accounting & Financial Officer)

152

EX 10.1 Amendment No. 5 63541748.7

Exhibit 10.1

Execution Version

AMENDMENT NO. 5 TO SENIOR

SECURED REVOLVING CREDIT AGREEMENT

(BENCHMARK REPLACEMENT AMENDMENT)

This AMENDMENT NO. 5 (this “Amendment”) dated as of July 2, 2024, and

effective as of the Amendment No. 5 Effective Date (as defined below) by and between

BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as

administrative agent for the Lenders (as defined below) under the Credit Agreement (in such

capacity, together with its successors in such capacity, the “Administrative Agent”), is made with

respect to the Senior Secured Revolving Credit Agreement, dated as of February 21, 2019 (as

amended by the Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of

December 3, 2019, the Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated

as of December 29, 2021, the Amendment No. 3 to Senior Secured Revolving Credit Agreement,

dated as of February 25, 2022, the Amendment No. 4 to Senior Secured Revolving Credit

Agreement, dated as of May 9, 2023, and as further amended, restated, amended and restated,

supplemented or otherwise modified from time to time prior to the date hereof, the “Credit

Agreement”), among the Borrower, the several banks and other financial institutions or entities

from time to time party to the Credit Agreement as lenders (the “Lenders”) and the

Administrative Agent. Unless otherwise specified, capitalized terms not otherwise defined herein

shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).

W I T N E S S E T H:

WHEREAS, pursuant to Article II of the Credit Agreement, the Borrower may

request that the Multicurrency Lenders make, and the Issuing Bank issue, in each case under the

Multicurrency Commitments, Loans and Letters of Credit denominated in Canadian Dollars

which, upon the making or issuance thereof, as applicable, incur interest, fees, commissions or

other amounts based on the Canadian Dollar Offered Rate (“CDOR”) in accordance with the

terms of the Credit Agreement;

WHEREAS, with respect to Loans and Letters of Credit denominated in Canadian

Dollars, the Administrative Agent and the Borrower have jointly elected to trigger a fallback

from CDOR pursuant to an Early Opt-In Election (as defined in the Credit Agreement, the

“CORRA Early Opt-In Election”) in accordance with Section 2.12(d) of the Credit Agreement;

WHEREAS, the Administrative Agent and the Borrower have selected a

CORRA-based rate as Benchmark Replacement (as defined in the Credit Agreement) for CDOR

in respect of all Available Tenors for Loans and Letters of Credit denominated in Canadian

Dollars and, pursuant to Section 2.12(d)(ii) of the Credit Agreement, such Benchmark

Replacement, together with any related Benchmark Replacement Conforming Changes (as

defined in the Credit Agreement), shall become effective at 5:00 p.m., New York City time, on

the fifth (5th) Business Day (the “CORRA Objection Deadline”) after the day on which a draft of

this Amendment is posted to all Lenders so long as the Administrative Agent has not received,

by the CORRA Objection Deadline, written notice of objection to the CORRA Early Opt-In

Election from Lenders comprising the Required Lenders.

2

NOW THEREFORE, in consideration of the promises and the mutual agreements

contained herein, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION I  AMENDMENTS TO CREDIT AGREEMENT

Effective as of the Amendment No. 5 Effective Date, and subject to the terms and

conditions set forth below, the Credit Agreement is hereby amended to delete the stricken text

(indicated textually in the same manner as the following example: stricken text or stricken text)

and to add the double-underlined text (indicated textually in the same manner as the following

example: double-underlined text or double-underline text) as set forth in the Credit Agreement

attached hereto as Exhibit A.

SECTION II  MISCELLANEOUS

2.1Conditions to Effectiveness of Amendment.  This Amendment shall become

effective on and as of the date (the “Amendment No. 5 Effective Date”) on which the Borrower

has satisfied each of the following conditions precedent (unless a condition shall have been

waived in accordance with Section 9.02 of the Credit Agreement):

(a)Executed Counterparts.  The Administrative Agent shall have received from each

party hereto either (1) a counterpart of this Amendment signed on behalf of such party or (2)

written evidence satisfactory to the Administrative Agent (which may include telecopy

transmission or electronic mail of a signed signature page to this Amendment) that such party has

signed a counterpart of this Amendment.

(b)No Required Lender Objection.  The Administrative Agent shall have not

received, by the CORRA Objection Deadline, written notice of objection to the CORRA Early

Opt-In Election from Lenders comprising the Required Lenders.

The contemporaneous exchange and release of executed signature pages by each of the

Persons contemplated to be a party hereto shall render this Amendment signed and dated as of

such date and any such exchange and release of such executed signature pages by all such

persons shall constitute satisfaction or waiver (as applicable) of the conditions precedent set forth

in clauses (a) and (b) above.

2.2Representations and Warranties.  To induce the other parties hereto to enter into

this Amendment, the Borrower represents and warrants to the Administrative Agent and each of

the Lenders that, as of the date hereof and after giving effect to this Amendment:

(a)This Amendment has been duly authorized, executed and delivered by the

Borrower, and constitutes a legal, valid and binding obligation of the Borrower enforceable in

accordance with its terms, except as such enforceability may be limited by (i) bankruptcy,

insolvency, reorganization, moratorium or similar laws of general applicability affecting the

enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless

of whether such enforceability is considered in a proceeding in equity or at law).  The Credit

Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation

3

of the Borrower enforceable in accordance with its respective terms, except as such

enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or

similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the

application of general principles of equity (regardless of whether such enforceability is

considered in a proceeding in equity or at law).

(b)The execution, delivery and performance by the Borrower of this Amendment,

and the consummation of the transactions contemplated hereby, (i) are within the Borrower’s

corporate powers, (ii) do not require any consent or approval of registration or filing with, or any

other action by, any Governmental Authority, except for (x) such as have been or will be

obtained or made and are in full force and effect and (y) filings and recordings in respect of the

Liens created pursuant to the Security Documents, (iii) will not violate any applicable law or

regulation or the charters, by-laws or other organizational documents of the Borrower or any

order of any Governmental Authority (including the Investment Company Act and the rules,

regulations and orders issued by the SEC thereunder), (iv) will not violate or result in a default in

any material respect under any indenture, agreement or other instrument binding upon the

Borrower or assets, or give rise to a right thereunder to require any payment to be made by the

Borrower, and (v) except for Liens created pursuant to the Security Documents, will not result in

the creation or imposition of any Lien on any asset of the Borrower.

(c)The representations and warranties set forth in Article III of the Credit Agreement

(as amended by this Amendment) and the representations and warranties in each other Loan

Document are true and correct in all material respects (other than any representation or warranty

already qualified by materiality or Material Adverse Effect, which shall be true and correct in all

respects) on and as of the date hereof or as to any such representations and warranties that refer

to a specific date, as of such specific date.

(d)No Default or Event of Default has occurred or is continuing under the Credit

Agreement.

2.3Counterparts.  This Amendment 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 Amendment constitutes

the entire contract between and among the parties relating to the subject matter hereof and

supersedes any and all previous agreements and understandings, oral or written, relating to the

subject matter hereof.  Delivery of an executed counterpart of this Amendment by telecopy or

electronic mail shall be effective as delivery of a manually executed counterpart of this

Amendment.

2.4Payment of Expenses.  The Borrower agrees to pay and reimburse, pursuant to

Section 9.03 of the Credit Agreement, the Administrative Agent for all of its reasonable and

documented out-of-pocket costs and expenses incurred in connection with this Amendment.

2.5GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

4

2.6WAIVER 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 AMENDMENT 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 AMENDMENT BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.6.

2.7Incorporation of Certain Provisions.  The provisions of Sections 9.01, 9.07, 9.09

and 9.12 of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if

fully set forth herein.

2.8Effect of Amendment.  Except as expressly set forth herein, this Amendment shall

not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights

and remedies of the Lenders, the Administrative Agent, the Collateral Agent, the Borrower or the

Subsidiary Guarantors under the Credit Agreement or any other Loan Document, and, except as

expressly set forth herein, shall not alter, modify, amend or in any way affect any of the other

terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or

any other Loan Document, all of which are ratified and affirmed in all respects and shall continue

in full force and effect.  Nothing herein shall be deemed to entitle any Person to a consent to, or a

waiver, amendment, modification or other change of, any of the terms, conditions, obligations,

covenants or agreements contained in the Credit Agreement or any other Loan Document in

similar or different circumstances.  This Amendment shall apply and be effective only with

respect to the provisions amended herein of the Credit Agreement.  Upon the effectiveness of

this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,”

“hereof,” “herein” or words of similar import shall mean and be a reference to the Credit

Agreement as amended by this Amendment and each reference in any other Loan Document

shall mean the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan

Document.

2.9Consent and Affirmation.  Without limiting the generality of the foregoing, by its

execution hereof, the Borrower hereby to the extent applicable as of the date hereof and on the

Amendment No. 5 Effective Date (i) consents to this Amendment and the transactions

contemplated hereby, (ii) agrees that the Guarantee and Security Agreement and each of the

other Security Documents is in full force and effect, and (iii) acknowledges and affirms that such

guarantee and/or grant, as applicable, is in full force and effect in respect of, and to secure, the

Secured Obligations (as defined in the Guarantee and Security Agreement).

2.10.Existing CDOR Loans.  Notwithstanding contained herein, in the Credit

Agreement or in any other Loan Document, (i) all Eurocurrency Loans (as defined in the Credit

Agreement) denominated in Canadian Dollars outstanding on the Amendment No. 5 Effective

5

Date immediately prior to giving effect to this Amendment (the “Existing CDOR Loans”) shall

continue to accrue interest based on CDOR and their applicable existing Interest Periods until the

last day of the Interest Period applicable to each such Existing CDOR Loans, and thereafter, all

Existing CDOR Loans shall be Eurocurrency Loans as determined in accordance with the Credit

Agreement (as amended hereby) and subject the final proviso of this Section 2.10, (ii) from and

after the Amendment No. 5 Effective Date, any request for a new Eurocurrency Loan

denominated in Canadian Dollars, or request to continue an existing Eurocurrency Loan

denominated in Canadian Dollars, shall be deemed to be a request for a new Eurocurrency Loan

bearing interest at the Adjusted Term CORRA, and (iii) subject to any express limitations set

forth in the immediately preceding clause (i), the terms of the Credit Agreement in respect of the

administration of Eurocurrency Loans denominated in Canadian Dollars (solely with respect to

the Existing CDOR Loans) shall remain in effect from and after the date hereof until the last day

of the Interest Period applicable to each such Existing CDOR Loan, in each case, solely for

purposes of administering the Existing CDOR Loans (including, without limitation, with respect

to the payment of interest accrued thereon, determination of breakage fees and other subject

matter set forth in Article II of the Credit Agreement); provided, that prior to the end of the

Interest Period currently in effect and applicable to any Existing CDOR Loan, the Borrower shall

either (x) deliver to the Administrative Agent an Interest Election Request requesting a

conversion of such Existing CDOR Loan to a Eurocurrency Loan bearing interest at a rate equal

to the Adjusted Term CORRA, or, (y) if a notice of such conversion is not timely delivered, be

deemed to have selected a conversion of such Existing CDOR Loan into a Eurocurrency Loan

bearing interest at a rate equal to Adjusted Term CORRA with an Interest Period of three (3)

months.

[Signature pages follow]

[Amendment No. 5 to Revolving Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly

executed and delivered as of the day and year first above written.

BARINGS BDC, INC., as Borrower

By: /s/ Elizabeth A. Murray

Name: Elizabeth A. Murray

Title:  Chief Financial Officer

[Amendment No. 5 to Revolving Credit Agreement]

ING CAPITAL LLC, as Administrative Agent

By: /s/ Grace Fu

Name:Gracy Fu

Title:Managing Director

By: /s/Richard Troxel

Name:Richard Troxel

Title:Director

EXHIBIT A

Credit Agreement

(Attached)

6005346463541754.6

SENIOR SECURED

REVOLVING CREDIT AGREEMENT

dated as of

February 21, 2019,

as amended by Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of

December 3, 2019, by Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated

as of December 29, 2021, by Amendment No. 3 to Senior Secured Revolving Credit Agreement,

dated as of February 25, 2022 and, by Amendment No. 4 to Senior Secured Revolving Credit

Agreement, dated as of May 9, 2023, and by Amendment No. 5 to Senior Secured Revolving

Credit Agreement, dated as of July 2, 2024

among

BARINGS BDC, INC.

as Borrower

The LENDERS Party Hereto

ING CAPITAL LLC

as Administrative Agent

ING CAPITAL LLC,

JPMORGAN CHASE BANK, N.A.

BANK OF MONTREAL and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners

and

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

and

BANK OF MONTREAL and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Documentation A

(i)

TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITIONS

SECTION 1.01Defined Terms.......................................................................................1

SECTION 1.02Classification of Loans and Borrowings..........................................5152

SECTION 1.03Terms Generally...............................................................................5153

SECTION 1.04Accounting Terms; GAAP...............................................................5153

SECTION 1.05Currencies; Currency Equivalents...................................................5254

SECTION 1.06Outstanding Indebtedness................................................................5455

SECTION 1.07Rates; Screen Rate Notification.......................................................5456

ARTICLE II.

THE CREDITS

SECTION 2.01The Commitments............................................................................5456

SECTION 2.02Loans and Borrowings.....................................................................5556

SECTION 2.03Requests for Borrowings..................................................................5557

SECTION 2.04Letters of Credit...............................................................................5759

SECTION 2.05Funding of Borrowings....................................................................6263

SECTION 2.06Interest Elections..............................................................................6264

SECTION 2.07Termination, Reduction or Increase of the Commitments...............6466

SECTION 2.08Repayment of Loans; Evidence of Debt..........................................6769

SECTION 2.09Prepayment of Loans.......................................................................6970

SECTION 2.10Fees..................................................................................................7375

SECTION 2.11Interest..............................................................................................7476

SECTION 2.12Certain Borrowing Provisions..........................................................7578

SECTION 2.13Increased Costs................................................................................8183

SECTION 2.14Break Funding Payments.................................................................8284

SECTION 2.15Taxes................................................................................................8385

SECTION 2.16Payments Generally; Pro Rata Treatment: Sharing of Set-offs.      8890

SECTION 2.17Defaulting Lenders...........................................................................9092

SECTION 2.18Mitigation Obligations; Replacement of Lenders............................9294

SECTION 2.19Maximum Rate.................................................................................9395

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

SECTION 3.01Organization; Powers.......................................................................9496

SECTION 3.02Authorization; Enforceability..........................................................9496

(ii)

SECTION 3.03Governmental Approvals; No Conflicts..........................................9496

SECTION 3.04Financial Condition; No Material Adverse Effect...........................9496

SECTION 3.05Litigation..........................................................................................9597

SECTION 3.06Compliance with Laws and Agreements.........................................9597

SECTION 3.07Taxes................................................................................................9597

SECTION 3.08ERISA..............................................................................................9598

SECTION 3.09Disclosure........................................................................................9698

SECTION 3.10Investment Company Act; Margin Regulations..............................9698

SECTION 3.11Material Agreements and Liens.......................................................9799

SECTION 3.12Subsidiaries and Investments...........................................................9799

SECTION 3.13Properties.......................................................................................98100

SECTION 3.14Solvency.........................................................................................98100

SECTION 3.15No Default......................................................................................98100

SECTION 3.16Use of Proceeds..............................................................................98100

SECTION 3.17Security Documents.......................................................................98100

SECTION 3.18Financing Subsidiaries...................................................................99101

SECTION 3.19Affiliate Agreements......................................................................99101

SECTION 3.20Compliance with Sanctions............................................................99101

SECTION 3.21Anti-Money Laundering and Sanctions Program..........................99101

SECTION 3.22Anti-Corruption Laws..................................................................100102

SECTION 3.23Beneficial Ownership Certification.............................................100102

SECTION 3.24EEA Financial Institutions...........................................................100102

ARTICLE IV.

CONDITIONS

SECTION 4.01Effective Date..............................................................................100102

SECTION 4.02Conditions to Each Credit Event..................................................104106

ARTICLE V.

AFFIRMATIVE COVENANTS

SECTION 5.01Financial Statements and Other Information...............................105107

SECTION 5.02Notices of Material Events...........................................................108110

SECTION 5.03Existence; Conduct of Business...................................................108110

SECTION 5.04Payment of Obligations................................................................108111

SECTION 5.05Maintenance of Properties; Insurance..........................................109111

SECTION 5.06Books and Records; Inspection and Audit Rights.......................109111

SECTION 5.07Compliance with Laws and Agreements.....................................110112

SECTION 5.08Certain Obligations Respecting Subsidiaries; Further

Assurances....................................................................................110112

SECTION 5.09Use of Proceeds............................................................................113115

SECTION 5.10Status of RIC and BDC................................................................114116

(iii)

SECTION 5.11Investment Policies; Valuation Policy.........................................114116

SECTION 5.12Portfolio Valuation and Diversification Etc................................114116

SECTION 5.13Calculation of Borrowing Base....................................................120122

SECTION 5.14Taxes............................................................................................129131

SECTION 5.15Post-Closing Matters....................................................................129131

ARTICLE VI.

NEGATIVE COVENANTS

SECTION 6.01Indebtedness.................................................................................129131

SECTION 6.02Liens.............................................................................................131133

SECTION 6.03Fundamental Changes and Dispositions of Assets......................132134

SECTION 6.04Investments..................................................................................134136

SECTION 6.05Restricted Payments.....................................................................135137

SECTION 6.06Certain Restrictions on Subsidiaries............................................136138

SECTION 6.07Certain Financial Covenants........................................................137139

SECTION 6.08Transactions with Affiliates.........................................................137139

SECTION 6.09Lines of Business.........................................................................138140

SECTION 6.10No Further Negative Pledge.........................................................138140

SECTION 6.11Modifications of Indebtedness and Affiliate Agreements...........138140

SECTION 6.12Payments of Longer-Term Indebtedness.....................................139141

SECTION 6.13Modification of Investment and Valuation Policies....................139141

SECTION 6.14SBIC Guarantees..........................................................................139142

SECTION 6.15Derivative Transactions...............................................................140142

ARTICLE VII.

EVENTS OF DEFAULT

ARTICLE VIII.

THE ADMINISTRATIVE AGENT

SECTION 8.01Appointment................................................................................143145

SECTION 8.02Capacity as Lender.......................................................................144146

SECTION 8.03Limitation of Duties; Exculpation...............................................144146

SECTION 8.04Reliance........................................................................................145147

SECTION 8.05Sub-Agents...................................................................................145147

SECTION 8.06Resignation; Successor Administrative Agent.............................145147

SECTION 8.07Reliance by Lenders.....................................................................146148

SECTION 8.08Modifications to Loan Documents...............................................146148

SECTION 8.09Certain ERISA Matters................................................................146148

SECTION 8.10Agents..........................................................................................147149

SECTION 8.11Collateral Matters.........................................................................148150

SECTION 8.12Credit Bidding..............................................................................148150

(iv)

SECTION 8.13Non-Receipt of Funds by Administrative Agent; Erroneous

Payments......................................................................................149151

ARTICLE IX.

MISCELLANEOUS

SECTION 9.01Notices; Electronic Communications..........................................151153

SECTION 9.02Waivers; Amendments.................................................................155157

SECTION 9.03Expenses; Indemnity; Damage Waiver........................................158160

SECTION 9.04Successors and Assigns................................................................161163

SECTION 9.05Survival........................................................................................166168

SECTION 9.06Counterparts; Integration; Effectiveness; Electronic Execution..166168

SECTION 9.07Severability..................................................................................167169

SECTION 9.08Right of Setoff..............................................................................167169

SECTION 9.09Governing Law; Jurisdiction; Etc................................................167169

SECTION 9.10WAIVER OF JURY TRIAL........................................................168170

SECTION 9.11Judgment Currency......................................................................168170

SECTION 9.12Headings......................................................................................169171

SECTION 9.13Treatment of Certain Information; Confidentiality......................169171

SECTION 9.14USA PATRIOT Act.....................................................................170172

SECTION 9.15Termination..................................................................................170172

SECTION 9.16Acknowledgment and Consent to Bail-In of Affected Financial

Institutions....................................................................................171173

SECTION 9.17Interest Rate Limitation...............................................................171173

SECTION 9.18Acknowledgement Regarding any Supported QFCs...................171173

SCHEDULE 1.01(a)-Approved Dealers and Approved Pricing Services

SCHEDULE 1.01(b)-Commitments

SCHEDULE 1.01(c)- Eligibility Criteria

SCHEDULE 1.01(d)-Industry Classification Groups

SCHEDULE 3.11(a)-Material Agreements

SCHEDULE 3.11(b)-Liens

SCHEDULE 3.12(a)-Subsidiaries

SCHEDULE 3.12(b)-Investments

SCHEDULE 6.08-Certain Affiliate Transactions

EXHIBIT A-Form of Assignment and Assumption

EXHIBIT B-Form of Borrowing Base Certificate

EXHIBIT C-Form of Promissory Note

EXHIBIT D    -Form of Borrowing Request

EXHIBIT E    -Form of Interest Election Request

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of

February 21, 2019 (this “Agreement”), among BARINGS BDC, INC., a Maryland corporation

(the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative

Agent.

WHEREAS, the Borrower has requested that the Lenders (as defined herein)

extend credit to the Borrower from time to time pursuant to the commitments as set forth herein

and the Lenders have agreed to extend such credit upon the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and the covenants and

agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01Defined Terms.  As used in this Agreement, the following

terms have the meanings specified below:

“2025 Notes” means the Borrower’s 4.66% unsecured notes due 2025 in an

aggregate principal amount of $50,000,000.

“2025-2 Notes” means the Borrower’s 4.25% unsecured notes due 2025 in an

aggregate principal amount of $62,500,000.

“2026 Notes” means the Borrower’s 3.41% unsecured notes due 2026 in an

aggregate principal amount of $80,000,000.

“ABR”, 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 the Alternate Base Rate.

“ABR Term SOFR Determination Day” has the meaning specified in the

definition of “Term SOFR”.

“Additional Notes” means unsecured notes (other than the 2025 Notes, the 2025-2

Notes and the 2026 Notes) that, at the time of issuance, have a tenor that is no shorter than three

(3) years and that does not end on or after the six-month anniversary of the Maturity Date to be

issued by the Borrower on or after the Amendment No. 3 Effective Date in an aggregate

principal amount not to exceed $500,000,000.

“Adjusted Borrowing Base” means the Borrowing Base minus the aggregate

amount of Cash and Cash Equivalents included in the Borrowing Base.

“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 Borrowing Base (excluding any Cash held by the Administrative Agent pursuant to

Section 2.04(k)).

2

“Adjusted Daily Simple RFR” means, (i) with respect to any RFR Borrowing

denominated in Pounds Sterling, an interest rate per annum equal to the greater of (x) the sum of

(A) the Daily Simple RFR for Pounds Sterling, plus (B) the SONIA Adjustment and (y) zero,

and (ii) with respect to any RFR Borrowing denominated in Swiss Francs, an interest rate per

annum equal to the greater of (x) the sum of (A) Daily Simple RFR for Swiss Francs, plus (B)

the SARON Adjustment and (y) zero.

“Adjusted Eurocurrency Rate” means, for the Interest Period for any

Eurocurrency Borrowing denominated in (a) a Foreign Currency (other than Canadian Dollars),

an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the

greater of (i)(ax) the Eurocurrency Rate for such Foreign Currency for such Interest Period

multiplied by (by) the Statutory Reserve Rate for such Interest Period and (ii) zero., and (b)

Canadian Dollars, an interest rate per annum equal to (x) the Eurocurrency Rate for Canadian

Dollars for such Interest Period plus (y) the CORRA Adjustment for such Interest Period (the

sum of the foregoing clauses (x) and (y), “Adjusted Term CORRA”); provided that, if Adjusted

Term CORRA as so determined shall ever be less than the Floor, then Adjusted Term CORRA

shall be deemed to be the Floor.

“Adjusted Term CORRA” has the meaning assigned to such term in the definition

of “Adjusted Eurocurrency Rate”.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per

annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment for such

Interest Period; provided that if Adjusted Term SOFR as so determined shall ever be less than

the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” means ING, in its capacity as administrative agent for the

Lenders hereunder, and its successors in such capacity as provided in Section 8.06.

“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.

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

any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly,

or indirectly through one or more intermediaries, Controls or is Controlled by or is under

common Control with the Person specified.  Anything herein to the contrary notwithstanding, the

term “Affiliate” shall not include any Person that constitutes an Investment held by any such

Person in the ordinary course of business.  For the avoidance of doubt, the term “Affiliate” shall

include the Investment Advisor.

3

“Affiliate Agreements” means, collectively, (a) the Investment Advisory

Agreement, dated as of August 2, 2018, between the Borrower and Barings and (b) the

Administration Agreement, dated as of August 2, 2018, between the Borrower and Barings.

“Agent External Value” has the meaning assigned to such term in Section

5.12(b)(iii)(A).

“Agency Account” has the meaning assigned to such term in Section 5.08(c)(v).

“Agreed Foreign Currency” means, at any time, any of Canadian Dollars, Euros,

Pounds Sterling, AUD, New Zealand Dollars, Swiss Francs, Danish Krone, Norwegian Krone

and Swedish Krona and, with the agreement of each Multicurrency Lender and the

Administrative Agent, 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 freely

transferable and convertible into Dollars in the London foreign exchange market 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

Loan hereunder or to permit the 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.

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

Agreement.

“Alpine” means Alpine Funding, LLC, a Delaware limited liability company.

“Alpine Participation Interest” means a participation interest in an investment that

at the time of acquisition by the applicable Obligor satisfies each of the following criteria:  (a)

the underlying investment would constitute an Eligible Portfolio Investment of such Obligor

were it acquired directly by such Obligor, (b) Alpine is the seller of the participation interest, (c)

the entire purchase price for such participation interest is paid in full at the time of its acquisition,

(d) 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, (e) the terms of the

participation interest give such Obligor the right to elevate the participation to an assignment at

any time in its sole discretion and (f) the Administrative Agent shall have received evidence, in

form and substance reasonably satisfactory to it, of the release of any existing financiers’ security

interest in the underlying investment that such Alpine Participation Interest relates to (it being

understood and agreed that a certificate of a Financial Officer of the Borrower delivered to the

Administrative Agent certifying that any existing financiers’ security interest has been

automatically terminated pursuant to the underlying documentation shall be reasonably

acceptable evidence).

“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 for such day

4

plus 1/2 of 1%, (c) the Overnight Bank Funding Rate plus 1/2 of 1%, (d) Adjusted Term SOFR

for a period of one (1) month (taking into account any floor set forth in the definition of

“Adjusted Term SOFR”) plus 1% and (e) 1%.  Any change in the Alternate Base Rate due to a

change in the Prime Rate, the Federal Funds Effective Rate, Overnight Bank Funding Rate, or

Adjusted Term SOFR shall be effective from and including the effective date of such change in

the Prime Rate, the Federal Funds Effective Rate, Overnight Bank Funding Rate, or Adjusted

Term SOFR, as the case may be.  If the Alternate Base Rate is being used as an alternate rate of

interest pursuant to Section 2.12(d) or the Administrative Agent is not able to determine

Adjusted Term SOFR for purposes of this definition for any reason, then the Alternate Base Rate

shall be the greatest of clauses (a), (b), (c) and (e) above and shall be determined without

reference to clause (d) above.

“Amendment No. 1 Effective Date” means December 3, 2019.

“Amendment No. 3 Effective Date” has the meaning assigned to such term in

Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of February 25,

2022, by and among the Borrower, the Subsidiary Guarantors party thereto, the Administrative

Agent and the Lenders party thereto.

“Amendment No. 4 Effective Date” has the meaning assigned to such term in

Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of May 9, 2023, by

and among the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and

the Lenders party thereto.

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction

from time to time relating to bribery or corruption.

“Applicable Dollar Percentage” means, with respect to any Dollar Lender, the

percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar

Commitments.  If the Dollar Commitments have terminated or expired, the Applicable Dollar

Percentage shall be determined based upon the Dollar Commitments most recently in effect,

giving effect to any assignments pursuant to Section 9.04(b).

“Applicable External Value” shall mean with respect to any Unquoted

Investment, the most recent Borrower External Unquoted Value determined with respect to such

Unquoted Investment; provided, however, if an Agent External Value with respect to such

Unquoted Investment is more recent than such Borrower External Unquoted Value, then the term

“Applicable External Value” shall mean the most recent Agent External Value obtained with

respect to such Unquoted Investment.

“Applicable Margin” means a per annum rate determined on a daily basis

according to the following pricing grid:

5

Eurocurrency<br><br>Loans Term SOFR<br><br>Loans RFR Loans ABR Loans
During any period that<br><br>the Ratings Condition is<br><br>not satisfied 2.25% 2.25% 2.25% 1.25%
During any period that<br><br>the Ratings Condition is<br><br>satisfied 2.00% 2.00% 2.00% 1.00%

Any change in the Applicable Margin as a result of a change in the Ratings Condition shall be

effective as of the effective date of the change in the Borrower’s Credit Rating.

“Applicable Multicurrency Percentage” means, with respect to any Multicurrency

Lender, the percentage of the total Multicurrency Commitments represented by such

Multicurrency Lender’s Multicurrency Commitments.  If the Multicurrency Commitments have

terminated or expired, the Applicable Multicurrency Percentage shall be determined based upon

the Multicurrency Commitments most recently in effect, giving effect to any assignments

pursuant to Section 9.04(b).

“Applicable Percentage” means, with respect to any Lender, the percentage of the

total Commitments represented by such Lender’s Commitments.  If the Commitments have

terminated or expired, the Applicable Percentages shall be determined based upon the

Commitments most recently in effect, giving effect to any assignments pursuant to Section

9.04(b).

“Approved Dealer” means (a) in the case of any Eligible 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, as set forth on

Schedule 1.01(a), (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

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 1.01(a) or any other bank or broker-dealer

acceptable to the Administrative Agent in its reasonable determination.

“Approved Pricing Service” means (a) a pricing or quotation service as set forth

in Schedule 1.01(a) or (b) any other pricing or quotation service (i) approved by the Investment

Advisor (so long as it has the necessary delegated authority) or the Directing Body of the

Borrower, (ii) designated in writing by the Borrower to the Administrative Agent (which

designation shall be accompanied by a copy of a resolution of the Directing Body of the

Borrower that such pricing or quotation service has been approved by the Borrower), and (iii)

acceptable to the Administrative Agent in its reasonable determination.

6

“Approved Third-Party Appraiser” means any Independent nationally recognized

third-party appraisal firm (a) designated by the Borrower in writing to the Administrative Agent

(which designation shall be accompanied by a copy of a resolution of the Directing Body of the

Borrower that such firm has been approved by the Borrower for purposes of assisting the

Directing Body of the Borrower in making valuations of portfolio assets to determine the

Borrower’s compliance with the applicable provisions of the Investment Company Act) and (b)

acceptable to the Administrative Agent in its reasonable discretion; provided that, if any

proposed appraiser requests or requires a non-reliance letter, confidentiality agreement or similar

agreement prior to allowing the Administrative Agent to review any written valuation report,

such Person shall only be deemed an Approved Third-Party Appraiser if the Administrative

Agent and such Approved Third-Party Appraiser shall have entered into such a letter or

agreement.  Subject to the foregoing, it is understood and agreed that, so long as the same are

Independent third-party appraisal firms approved by the Directing Body of the Borrower,

Alvarez & Marsal, Houlihan Lokey Howard & Zukin Capital, Inc., Duff & Phelps LLC, Murray,

Devine and Company, Lincoln Partners Advisors, LLC, Stout Risius Ross, LLC and Valuation

Research Corporation are acceptable to the Administrative Agent solely to the extent they are not

serving as the Independent Valuation Provider.

“Asset Sale” means a sale, lease or sub lease (as lessor or sublessor), sale and

leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property

with, any Person, in one transaction or a series of transactions, of all or any part of any Obligor’s

assets or properties of any kind, whether real, personal, or mixed and whether tangible or

intangible, whether now owned or hereafter acquired; provided, however, the term “Asset Sale”

as used in this Agreement shall not include the disposition of Portfolio Investments originated by

the Borrower and promptly transferred to a Financing Subsidiary pursuant to the terms of Section

6.03(e) or 6.03(i) hereof.

“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(b)), and accepted by the Administrative Agent as provided in Section 9.04 in the

form of Exhibit A or any other form reasonably approved by the Administrative Agent.

“Assuming Lender” has the meaning assigned to such term in Section 2.07(e)(i).

“AUD” and “A$” refers to the lawful currency of The Commonwealth of

Australia.

“AUD Rate” means for any Loans in AUD, (a) the AUD Screen Rate plus (b)

0.20%.

“AUD Screen Rate” means, with respect to any Interest Period, the average bid

reference rate administered by the Australian Financial Markets Association (or any other Person

that takes over the administration of such rate) for AUD bills of exchange with a tenor equal in

length to such Interest Period as displayed on page BBSY of the Reuters screen (or, in the event

such rate does not appear on such Reuters page, on any successor or substitute on such screen

that displays such rate, or 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

7

reasonable discretion) on or about 11:00 a.m. (Sydney, Australia time) on the first day of such

Interest Period.  If the AUD Screen Rate shall be less than zero, the AUD Screen Rate shall be

deemed to be zero for purposes of this Agreement.

“Availability Period” means the period from and including the Effective Date to

but excluding the earlier of the Revolver Termination Date and the date of termination of the

Commitments in accordance with this Agreement.

“Available Tenor” means, as of any date of determination and with respect to the

then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any

tenor for such Benchmark that is or may be used for determining the length of an Interest Period

or (y) otherwise, any payment period for interest calculated with reference to such Benchmark,

as applicable, pursuant to this Agreement as of such date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers

by the applicable Resolution Authority in respect of any liability of an Affected Financial

Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country

implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council

of the European Union, the implementing law, 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 2009 (as

amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsounds or failing banks, investment firms or other

financial institutions or their affiliates (other than through liquidation, administration or other

insolvency proceedings).

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

“Barings” means Barings LLC, a Delaware limited liability company.

“Benchmark” means, initially, with respect to (a) Dollars, Term SOFR, (b)

Pounds Sterling and Swiss Francs, the Daily Simple RFR for the applicable Currency and (c) any

other Currency, the applicable Eurocurrency Rate; provided that if a replacement of the

Benchmark has occurred pursuant to Section 2.12(d), then “Benchmark” means the applicable

Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior

benchmark rate.  Any reference to “Benchmark” shall include, as applicable, the published

component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

(1)For purposes of clause (i) of Section 2.12(d), the first alternative set forth

in the order below that can be determined by the Administrative Agent, provided that, in the case

of any Loan denominated in an Agreed Foreign Currency (other than Canadian Dollars), such

alternative shall be the alternative set forth in clause (b) below:

8

(a)the sum of (i) Daily Simple SOFR and (ii) 0.10% (10 basis points);

and

(a)(i) in the case of any Loans denominated in Dollars, the sum of (x)

Daily Simple SOFR and (y) 0.10% (10 basis points), and (ii) in the case of any Loans

denominated in Canadian Dollars, the sum of (x) Daily Compounded CORRA and (y)

0.29547% (29.547 basis points); and

(b)the sum of: (i) the alternate benchmark rate and (ii) a spread

adjustment (which may be a positive or negative value  or zero), in each case, that has

been selected by the Administrative Agent and the Borrower as the replacement for such

Available Tenor of such Benchmark giving due consideration to any evolving or then-

prevailing market convention, including any applicable recommendations made by the

Relevant Governmental Body, for syndicated credit facilities denominated in Dollars at

such time; and

(2)For purposes of clause (ii) of Section 2.12(d), the sum of: (a) the alternate

benchmark rate and (b) a spread adjustment (which may be a positive or negative value  or zero),

in each case, that has been selected by the Administrative Agent and the Borrower as the

replacement for such Available Tenor of such Benchmark giving due consideration to any

evolving or then-prevailing market convention, including any applicable recommendations made

by the Relevant Governmental Body, for syndicated credit facilities denominated in the

applicable Currency at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1)

or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the

Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Conforming Changes” means, with respect to any

Benchmark Replacement, Term CORRA, Term SOFR, Daily Compounded CORRA or Daily

Simple RFR, any technical, administrative or operational changes (including changes to the

definition of “ABR”, the definition of “Business Day”, the definition of “Interest Period,” timing

and frequency of determining rates and making payments of interest, timing of borrowing

requests or prepayment, conversion or continuation notices, the applicability and length of

lookback periods, the applicability of breakage provisions, the formula for calculating any

successor rates identified pursuant to the definition of “Daily Simple RFR” and other technical,

administrative or operational matters) that the Administrative Agent in consultation with the

Borrower decides may be appropriate to reflect the adoption and implementation of such

Benchmark Replacement, Term CORRA, Term SOFR, Daily Compounded CORRA or Daily

Simple RFR and to permit the administration thereof by the Administrative Agent in a manner

substantially consistent with market practice (or, if the Administrative Agent decides that

adoption of any portion of such market practice is not administratively feasible or if the

Administrative Agent determines that no market practice for the administration of such

Benchmark Replacement, Term CORRA, Term SOFR, Daily Compounded CORRA or Daily

Simple RFR 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).

9

“Benchmark Transition Event” means, with respect to any then-current

Benchmark, the occurrence of a public statement or publication of information by or on behalf of

the administrator of the then-current Benchmark, the regulatory supervisor for the administrator

of such Benchmark, the Board, the NYFRB, an insolvency official with jurisdiction over the

administrator for such Benchmark, a resolution authority with jurisdiction over the administrator

for such Benchmark or a court or an entity with similar insolvency or resolution authority over

the administrator for such Benchmark, announcing or stating that (a) such administrator has

ceased or will cease on a specified date to provide all Available Tenors of such Benchmark,

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 (b) all Available Tenors of such Benchmark are or will no longer be representative of the

underlying market and economic reality that such Benchmark is intended to measure and that

representativeness will not be restored.

“Beneficial Ownership Certification” means a certification regarding a beneficial

ownership required by the Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in

ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or

(c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for

purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee

benefit plan” or “plan”.

“Board” means the Board of Governors of the Federal Reserve System of the

United States of America.

“Board of Directors” means, with respect to any person, (a) in the case of any

corporation, the board of directors of such person, (b) in the case of any limited liability

company, the board of managers (or the equivalent) of such person, or if there is none, the Board

of Directors of the managing member of such Person, (c) in the case of any partnership, the

Board of Directors (or the equivalent) of the general partner of such person and (d) in any other

case, the functional equivalent of the foregoing.

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

Agreement.

“Borrower External Unquoted Value” has the meaning assigned to such term in

Section 5.12(b)(ii)(B)(y).

“Borrowing” means (a) all ABR Loans of the same Class made, converted or

continued on the same date, (b) all RFR Loans of the same Class denominated in the same

Currency, (c) all Term SOFR Loans of the same Class denominated in the same Class that have

the same Interest Period and/or (d) all Eurocurrency Loans of the same Class denominated in the

same Currency that have the same Interest Period.

10

“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 and appropriately completed.

“Borrowing Base Deficiency” means, at any date on which the same is

determined, the amount, if any, that the aggregate Covered Debt Amount as of such date exceeds

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 D hereto or such other form as

is reasonably satisfactory to the Administrative Agent.

“Broadly Syndicated Loan” has the meaning assigned to such term in Section

5.13.

“Business Day” means any day (a) 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,

(b) when used in connection with a Eurocurrency Loan, the term “Business Day” shall also

exclude any day on which banks are not open for general business in the Principal Financial

Center of the country for the Currency in which such Eurocurrency Loan is denominated and, if

the Borrowings or LC Disbursements which are the subject of such a borrowing, drawing,

payment, reimbursement or rate selection are denominated in Euros, the term “Business Day”

shall also exclude any day on which the TARGET2 payment system is not open for the

settlement of payment in Euros, and (c) 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 the applicable Currency of such RFR Loan, the term “Business Day” shall also

exclude any day that is not an RFR Business Day.

“Calculation Amount” has the meaning assigned to such term in Section

5.12(b)(iii)(B).

“Canadian Dollar” means the lawful money of Canada.

“Canadian Prime Rate” means, on any day, the rate determined by the

Administrative Agent to be the higher of (ia) 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 service that

publishes such index from time to time, as selected by the Administrative Agent in its reasonable

discretion) and (iib) the CDOR RateAdjusted Term CORRA for one month, plus 1% per annum.

The Canadian Prime Rate is a reference rate and does not necessarily represent the lowest or best

rate actually charged to any customer. Any change in the Canadian Prime Rate due to a change

in the PRIMCAN index or the CDOR RateAdjusted Term CORRA shall be effective from and

including the effective date of such change in the PRIMCAN Index or the CDOR RateAdjusted

Term CORRA, respectively. If the Canadian Prime Rate is being used as an alternate rate of

interest pursuant to Section 2.12 or if the Administrative Agent is not able to determine Adjusted

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Term CORRA for purposes of this definition for any reason, then the Canadian Prime Rate shall

be equal to clause (a) above and shall be determined without reference to clause (b) above.

“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 or finance 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.

“Cash” means any immediately available funds in Dollars or in any currency

other than Dollars (measured in terms of the Dollar Equivalent thereof) which is a freely

convertible currency.

“Cash Collateralize” means, with respect to a Letter of Credit, the pledge and

deposit of immediately available funds (or, if the Issuing Bank shall agree in its sole discretion,

other credit support) in the Currency of the Letter of Credit under which such LC Exposure

arises into a cash collateral account (the “Letter of Credit Collateral Account”) maintained with

(or on behalf of) the Administrative Agent in an amount equal to one hundred and two percent

(102%) of the face amount of such Letter of Credit (or such other amount as may be specified in

any applicable provision hereof) as collateral pursuant to documentation in form and substance

satisfactory to the Administrative Agent and the Issuing Bank.  “Cash Collateral” shall have a

meaning correlative to the foregoing and shall include the proceeds of such cash collateral and

other credit support.

“Cash Equivalents” means investments (other than Cash) that are one or more of

the following obligations:

(a)Short-Term U.S. Government Securities;

(b)investments in commercial paper maturing within 180 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;

(c)investments in certificates of deposit, banker’s acceptances and

time deposits maturing within 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 a Permitted Foreign

Jurisdiction; 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;

(d)fully collateralized repurchase agreements with a term of not more

than 30 days from the date of acquisition thereof for U.S. Government Securities and

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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;

(e)certificates of deposit or bankers’ acceptances with a maturity of

ninety (90) days or less of any financial institution that is a member of the Federal

Reserve System having combined capital and surplus and undivided profits of not less

than $1,000,000,000; and

(f)investments in money market funds and mutual funds, which

invest substantially all of their assets in Cash or assets of the types described in clauses

(a) through (e) above;

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 or repurchase agreements) shall not include any such investment representing more than

25% 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 in an Agreed Foreign

Currency.

“CDOR Rate” means, on any day and for any Interest Period (other than a period

of six months’ duration), an annual rate of interest equal to the average rate applicable to

Canadian Dollar bankers’ acceptances for the applicable period 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), rounded to the nearest 1/100th of 1%

(with .005% being rounded up), at approximately 10:15 a.m. Toronto time on such day, or if

such day is not a Business Day, then on the immediately preceding Business Day (the “CDOR

Screen Rate”); provided that if such CDOR Rate shall be less than zero, such rate shall be

deemed to be zero for purposes of this Agreement.

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

the term “CDOR Rate”.

“CFC” means a Subsidiary that is a “controlled foreign corporation” directly or

indirectly owned by an Obligor within the meaning of Section 957 of the Code.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly,

beneficially or of record, by any Person or group (within the meaning of the Securities Exchange

Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than the

Investment Advisor of shares representing more than 35% of the aggregate ordinary voting

power represented by the issued and outstanding capital stock of the Borrower, (b) the

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occupation of a majority of the seats (other than vacant seats) on the Board of Directors of the

Borrower by Persons who were not (A) members of the Board of Directors of the Borrower as of

the later of (x) the Effective Date and (y) the corresponding date of the previous year, (B)

approved, selected or nominated to become members of the Board of Directors of the Borrower

by the Board of Directors of the Borrower of which a majority consisted of individuals described

in clause (A), or (C) approved, selected or nominated to become members of the Board of

Directors of the Borrower by the Board of Directors of the Borrower of which a majority

consisted of individuals described in clause (A) and individuals described in clause (B) or (c) the

acquisition of direct or indirect Control of the Borrower by any Person or group other than the

Investment Advisor.

“Change in Law” means (a) the adoption of any law, rule or regulation or treaty

after the Effective Date, (b) any change in any law, rule or regulation or treaty or in the

interpretation, implementation or application thereof by any Governmental Authority after the

Effective Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section

2.13(b) or Section 2.18(a), by such Lender’s or the Issuing Bank’s holding company, if any, or

by any lending office of such Lender) 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 or directives in

connection therewith and (II) all requests, rules, guidelines or directives promulgated by the

Bank For International Settlements, the Basel Committee on Banking Supervision (or any

successor or similar authority) or the United States or foreign regulatory authorities, in each case

pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the

date enacted, adopted, issued, promulgated or implemented.

“CIBOR Rate” means, in the case of any Eurocurrency Borrowing denominated

in DKK, with respect to any Interest Period, a rate per annum equal to the Copenhagen Interbank

Offered Rate administered by the Finance Denmark (or any other person that takes over

administration of that rate) for deposits in DKK with a term equivalent to such Interest Period as

displayed on such screen that displays such rate, or 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 (the “CIBOR Screen Rate”) as of 11:00 a.m.

Copenhagen, Denmark time two Business Days prior to the commencement of such Interest

Period.  If the CIBOR Rate shall be less than zero, the CIBOR Rate shall be deemed to be zero

for purposes of this agreement.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such

Loan, or the Loans constituting such Borrowing, are Dollar Loans or Multicurrency Loans; when

used in reference to any Lender, refers to 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.

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

time.

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

Agreement.

“Collateral Agent” means ING in its capacity as Collateral Agent under the

Guarantee and Security Agreement, and includes any successor Collateral Agent thereunder.

“Commitment” means, collectively, the Dollar Commitments and the

Multicurrency Commitments.

“Commitment Increase” has the meaning assigned to such term in Section

2.07(e)(i).

“Commitment Increase Date” has the meaning assigned to such term in Section

2.07(e)(i).

“Consolidated Asset Coverage Ratio” means, on a consolidated basis for

Borrower and its Subsidiaries, the ratio which the value of total assets, less all liabilities and

indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior

Securities representing indebtedness of the Borrower and its Subsidiaries (all as determined

pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower

thereunder).  For clarity, the calculation of the Consolidated Asset Coverage Ratio shall be made

in accordance with any exemptive order issued by the SEC under Section 6(c) of the Investment

Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the

definition of Senior Securities only so long as (a) such order is in effect, (b) no obligations have

become due and owing pursuant to the terms of any Permitted SBIC Guarantee and (c) such

Indebtedness is owed to the SBA.

“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.

“Control Account” has the meaning assigned to such term in Section 5.08(c)(ii).

“Control Agreement” means that certain Control Agreement, dated as of the date

hereof, by and among the Borrower, Energy Hardware Holdings, Inc., the Collateral Agent and

the Custodian.

“CORRA” means the Canadian Overnight Repo Rate Average administered and

published by the CORRA Administrator.

“CORRA Adjustment” means, for any calculation, a percentage per annum equal

to (x) 0.29547% for an Interest Period of one month and (y) 0.32138% for an Interest Period of

three months.

“CORRA Administrator” means the Bank of Canada (or any successor

administrator of the Canadian Overnight Repo Rate Average).

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“CORRA Administrator’s Website” means the website of the Bank of Canada or

any successor source for the Canadian Overnight Repo Rate Average identified as such by the

CORRA Administrator from time to time.

“Covenant-Lite Loan” has the meaning assigned to such term in Section 5.13.

“Covered Debt Amount” means, on any date, the sum of (x) all of the Credit

Exposures of all Lenders on such date, plus (y) the aggregate principal amount (including any

increase in the aggregate principal amount resulting from payable-in-kind interest) of Other

Covered Indebtedness outstanding on such date minus (z) LC Exposure that has been Cash

Collateralized or LC Exposure that has been backstopped in a manner reasonably satisfactory to

the Administrative Agent.  For the avoidance of doubt, for purposes of calculating the Covered

Debt Amount, any convertible securities included in the Covered Debt Amount will be included

at the then outstanding principal balance thereof.

“Covered Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of the Borrower under any Loan

Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Credit Default Swap” means any credit default swap entered into as a means to

hedge the default risk of bonds, notes, loans, debentures or securities of the Borrower or any

Obligor.

“Credit Exposure” means, with respect to any Lender at any time, the sum of the

outstanding principal amount of such Lender’s Dollar Credit Exposure and Multicurrency Credit

Exposure at such time (including, for the avoidance of doubt, the Loans and LC Exposure

surviving after the Revolver Termination Date).

“Credit Rating” means the rating assigned by a Rating Agency to the senior

unsecured long term indebtedness of a Person.

“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 Obligors holding Portfolio

Investments, on behalf of the Obligors and, pursuant to the Custodian Agreement, the Collateral

Agent.  The term “Custodian” includes any agent or sub-custodian acting on behalf of the

Custodian pursuant to the terms of the Custodian Agreement.

“Custodian Account” means an account subject to a Custodian Agreement.

“Custodian Agreement” means, collectively, (i) that certain Control Agreement,

dated as of the date hereof, entered into by and between the Borrower and the Custodian and (ii)

such other control agreements as may be entered into by and among an Obligor, the Collateral

Agent and a Custodian, in form and substance reasonably satisfactory to the Administrative

Agent and the Borrower.

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“Daily Compounded CORRA” means, for any day, CORRA with interest

accruing on a compounded daily basis, with the methodology and conventions for this rate

(which will include compounding in arrears with a lookback) being established by the

Administrative Agent in accordance with the methodology and conventions for this rate selected

or recommended by the Relevant Governmental Body for determining compounded CORRA for

business loans; provided that if the Administrative Agent decides that any such convention is not

administratively feasible for the Administrative Agent, then the Administrative Agent may (in

consultation with the Borrower) establish another convention in its reasonable discretion; and

provided that if the administrator has not provided or published CORRA and a Benchmark

Replacement Date with respect to CORRA has not occurred, then, in respect of any day for

which CORRA is required, references to CORRA will be deemed to be references to the last

provided or published CORRA.  Any change in Daily Compounded CORRA due to a change in

CORRA shall be effective from and including the effective date of such change in CORRA

without notice to the Borrower.

“Daily Simple RFR” means, for any day (an “RFR Rate Day”), an interest rate per

annum equal to, for any RFR Loan denominated in (a) Pounds Sterling, SONIA for the day that

is five (5) RFR Business Days prior to (x) if such RFR Rate Day is an RFR Business Day, such

RFR Rate Day, or (y) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day

immediately preceding such RFR Rate Day, and (b) Swiss Francs, SARON for the day that is

five (5) RFR Business Days prior to (x) if such RFR Rate Day is an RFR Business Day, such

RFR Rate Day, or (y) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day

immediately preceding such RFR Rate Day. Any change in Daily Simple RFR due to a change in

the applicable RFR shall be effective from and including the effective date of such change in the

RFR without notice to the Borrower.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this

rate (which will include a lookback) being established by the Administrative Agent in

accordance with the conventions for this rate selected or recommended by the Relevant

Governmental Body for determining “Daily Simple SOFR” for syndicated business loans;

provided, that if the Administrative Agent decides that any such convention is not

administratively feasible for the Administrative Agent, then the Administrative Agent may

establish another convention in its reasonable discretion in consultation with the Borrower.

“Danish Krone” or (“DKK”) is the lawful currency of Denmark.

“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.

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

“Defaulting Lender” means any Lender that has, as reasonably determined by the

Administrative Agent, (a) failed to fund any portion of its Loans or participations in Letters of

Credit within two (2) Business Days of the date required to be funded by it hereunder, unless, in

the case of any Loans, 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

17

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, the Issuing Bank or

any other 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 that it does not intend to comply with its

funding obligations under this Agreement (unless such writing or public statement states that

such position is based on such Lender’s reasonable determination that one or more conditions

precedent to funding (which conditions precedent, together with the applicable default, if any,

shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed,

within three (3) 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 or 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 (other than a de minimis 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, or (e) other than via an Undisclosed Administration, either (i) has been

adjudicated as, or determined by any Governmental Authority having regulatory authority over

such Person or its assets to be, insolvent or has a parent company that has been adjudicated as, or

determined by any Governmental Authority having regulatory authority over such Person or its

assets to be, insolvent, (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

(iii) become the subject of a Bail-In Action (unless in the case of any Lender referred to in this

clause (e), the Borrower, the Administrative Agent and the Issuing Bank shall be satisfied in the

exercise of their respective reasonable discretion that such Lender intends, and has all approvals

required to enable it, to continue to perform its obligations as a Lender hereunder); provided that

a Lender shall not qualify as a Defaulting Lender solely as a result of the acquisition or

maintenance of an ownership interest in such Lender or its parent company, or of the exercise of

control over such Lender or any Person controlling such Lender, by a Governmental Authority or

instrumentality thereof, or solely as a result of an Undisclosed Administration, so long as such

ownership interest or Undisclosed Administration 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.

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

“Directing Body” means the Borrower’s Board of Directors (or appropriate

committee thereof with the necessary delegated authority).

“Disqualified Equity Interests” means 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 such Equity Interests, other than (x) as a result of a change of control, 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 Lenders” means (i) any Person identified by name on the

“Disqualified Lender” list provided by the Borrower to the Administrative Agent on or before

the Effective Date as a direct competitor of the Borrower, (ii) any Person identified in writing by

name by the Borrower to the Administrative Agent as a direct competitor from time to time after

the Effective Date that is approved by the Administrative Agent (such approval not to be

unreasonably withheld or delayed) and (iii) any Affiliates of any such Person identified above

that are either identified in writing to the Administrative Agent by the Borrower from time to

time or readily identifiable solely based on similarity of such Affiliate’s name; provided that no

update of the list of Disqualified Lenders shall apply retroactively to disqualify any parties that

have previously acquired an assignment or participation interest in the Loan or Commitments (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) pursuant to the

terms hereof; provided, further that any designation of a Person as a Disqualified Lender shall

not be effective until the third (3rd) Business Day after written notice thereof is received by the

Administrative Agent.

“Documentation Agents” means Bank of Montreal and Fifth Third Bank, National

Association.

“Dollar Commitment” means, with respect to each Dollar Lender, the

commitment of such Dollar Lender to make Loans denominated in Dollars hereunder, expressed

as an amount representing the maximum aggregate amount of such Lenders’ Dollar Credit

Exposure permitted hereunder, as such commitment may be (a) reduced or increased from time

to time pursuant to Section 2.07 or reduced from time to time pursuant to Section 2.09 or as

otherwise provided in this Agreement and (b) 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 Dollar Commitment as of the Amendment No. 4 Effective Date is set forth on Schedule

1.01(b) or in the Assignment and Assumption pursuant to which such Lender shall have assumed

its Commitment, as applicable.

“Dollar Credit Exposure” means, with respect to any Lender at any time, the sum

of the outstanding principal amount of such Lender’s Loans at such time made or incurred under

such Lender’s Dollar Commitments.

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“Dollar Equivalent” means, for any amount, at the time of determination thereof,

(a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an

Agreed Foreign Currency, the equivalent of such amount in Dollars determined by using the rate

of exchange for the purchase of dollars with the Agreed Foreign Currency in the London foreign

exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a

particular day as displayed by ICE Data Services  as the “ask price”, or as displayed on such

other information service which publishes that rate of exchange from time to time in place of

ICE Data Services (or if such service ceases to be available, the equivalent of such amount in

dollars as determined by the Administrative Agent using any method of determination it deems

reasonably appropriate in its sole discretion) and (c) if such amount is denominated in any other

currency, the equivalent of such amount in Dollars as determined by the Administrative Agent

using any method of determination it deems reasonably appropriate in its sole discretion.

“Dollar Lender” means the Persons listed on Schedule 1.01(b) as having Dollar

Commitments and any other Person that shall have become a party hereto pursuant to an

Assignment and Assumption that provides for it to assume Dollar Commitments or to acquire

Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to

an Assignment and Assumption or otherwise in accordance with the terms hereof.

“Dollar Loan” means a Loan denominated in Dollars made by a Dollar Lender.

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

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election,

the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the

Lenders, so long as the Administrative Agent has not yet received, by 5:00 p.m. (New York City

time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is

provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders

comprising the Required Lenders.

“Early Opt-in Election” means,

(a) in the case of a Benchmark Replacement in respect of Term SOFR Loans

denominated in Dollars, the occurrence of:

(1) (x) a determination by the Administrative Agent, (y) a notification by the

Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required

Lenders have determined or (z) a request by the Borrower to the Administrative Agent to notify

each of the other parties hereto that the Borrower has determined that at least five (5) currently

outstanding syndicated credit facilities denominated in Dollars being executed at such time (as a

result of amendment or as originally executed), or that include language similar to that contained

in Section 2.12(d) are being executed or amended, as applicable, to incorporate or adopt a new

benchmark interest rate to replace the applicable Benchmark, and

(2)(x) the joint election by the Administrative Agent and the Borrower to

trigger a fallback from the then-current Benchmark and the provision by the Administrative

Agent of written notice of such election to the Lenders or (y) the joint election by the Required

20

Lenders and the Borrower to trigger a fallback from the then-current Benchmark and the

provision, if applicable, by the Required Lenders and the Borrower of written notice of such

election to the Administrative Agent; and

(b)  in the case of a Benchmark Replacement in respect of Loans denominated in any

Agreed Foreign Currency, the occurrence of:

(1)(x) a determination by the Administrative Agent, (y) a notification by the

Required Multicurrency Lenders to the Administrative Agent (with a copy to the Borrower) that

the Required Multicurrency Lenders have determined or (z) a request by the Borrower to the

Administrative Agent to notify each of the other parties hereto that the Borrower has determined

that at least five (5) currently outstanding syndicated credit facilities denominated in the

applicable Agreed Foreign Currency being executed at such time (as a result of amendment or as

originally executed), or that include language similar to that contained in Section 2.12(d) are

being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate

to replace the applicable Benchmark, and

(2)(i) the joint election by the Administrative Agent and the Borrower to

trigger a fallback from the then-current Benchmark and the provision by the Administrative

Agent of written notice of such election to the Lenders or (ii) the joint election by the Required

Multicurrency Lenders and the Borrower to trigger a fallback from the then-current Benchmark

and the provision, if applicable, by the Required Multicurrency Lenders and the Borrower of

written notice of such election to the Administrative Agent.

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

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

an institution described in clause (a) of this definition, or (c) any financial institution established

in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)

of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any

Person entrusted with public administrative authority of any EEA Member Country (including

any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means February 21, 2019.

“Eligible Liens” means any right of offset, banker’s lien, security interest or other

like rights against the Portfolio Investments held by the Custodian pursuant to or in connection

with its rights and obligations relating to the Custodian Account, provided that such rights are

subordinated, pursuant to the terms of a Custodian Agreement, to the first priority perfected

21

security interest in the Collateral created in favor of the Collateral Agent, except to the extent

expressly provided therein.

“Eligible Portfolio Investment” means any Portfolio Investment held by any

Obligor (and solely for purposes of determining the Borrowing Base, Cash (other than Cash

Collateral) and Cash Equivalents held by any Obligor) that, in each case, meets all of the criteria

set forth on Schedule 1.01(c) hereto; provided, that no Portfolio Investment, Cash or Cash

Equivalent shall constitute an Eligible Portfolio Investment or be included in the Borrowing Base

if the Collateral Agent does not at all times maintain a first priority, perfected Lien (subject to no

other Liens other than Eligible Liens) on such Portfolio Investment, Cash or Cash Equivalent or

if such Portfolio Investment, Cash or Cash Equivalent has not been or does not at all times

continue to be Delivered (as defined in the Guarantee and Security Agreement).  Without

limiting the generality of the foregoing, it is understood and agreed that any Portfolio

Investments that have been contributed or sold, purported to be contributed or sold or otherwise

transferred to any Financing Subsidiary, Immaterial Subsidiary, CFC, Transparent Subsidiary or

any other Person that is not a Subsidiary Guarantor, or held by any Financing Subsidiary,

Immaterial Subsidiary, CFC, Transparent Subsidiary or any other Person that is not a Subsidiary

Guarantor shall not be treated as Eligible Portfolio Investments until distributed, sold or

otherwise transferred to any Obligor free and clear of all Liens (other than Eligible Liens).

Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i),

which provide that, for purposes of this Agreement, all determinations of whether an Investment

is to be included as an Eligible Portfolio Investment shall be determined on a Settlement-Date

Basis, provided that no such Investment shall be included as an Eligible Portfolio Investment to

the extent it has not been paid for in full.

“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 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.

“Equity Repurchase Program” means that certain “at-the-market” equity

repurchase program as approved by the Board of Directors of the Borrower from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

“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(m) or (o) of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of

ERISA, with respect to a Plan (other than an event for which the 30-day notice period is waived);

(b) with respect to any Plan, the failure to satisfy the minimum funding standards set forth in

Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the filing pursuant

22

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 (other than premiums due and not delinquent under Section 4007 of ERISA); (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 or to appoint a trustee to administer any Plan

under Section 4041(c) or Section 4042 of ERISA; (f) the incurrence by the Borrower or any of its

ERISA Affiliates of Withdrawal Liability; (g) the occurrence of any non-exempt prohibited

transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with

respect to any Plan which would result in liability to a Lender; (h) the failure to make any

required contribution to a Multiemployer Plan or to any Plan that would result in the imposition

of a lien or other encumbrance or the provision of security under Section 412 or 430 of the Code

or Section 302, 303 or 4068 of ERISA; or (i) the receipt by the Borrower or any ERISA Affiliate

of any notice concerning a determination that a Multiemployer Plan is insolvent as defined in

Title IV of ERISA.

“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.

“EURIBOR Screen Rate” means, for any Interest Period, in the case of any

Eurocurrency Borrowing denominated in Euros, the European Interbank Offered Rate

administered by the European Money Markets Institute (or any other entity which takes over the

administration of that rate, or any such benchmark that would replace such rate) for the relevant

period and displayed on Page EURIBOR01 of the Reuters Screen or, in the event that such rate

does not appear on such Reuters page, on any successor or substitute page on such screen that

displays such rate, or on the appropriate page of such other information service that publishes

such rate as shall be selected by the Administrative Agent from time to time in its reasonable

discretion (the “EURIBOR Screen Rate”); provided that, if the EURIBOR Screen Rate so

determined would be less than zero, such rate shall be deemed to be zero for purposes of this

Agreement.

“Euro” refers to the lawful money of the Participating Member States.

“Eurocurrency”, 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 the Adjusted Eurocurrency Rate.

“Eurocurrency Rate” means, with respect to (A) any Eurocurrency Borrowing

denominated in Euros for any applicable Interest Period, the EURIBOR Screen Rate as of the

Specified Time on the Quotation Day for such Interest Period and, (B) any Eurocurrency

Borrowing denominated in Canadian Dollars for any applicable Interest Period, Term CORRA

for such Interest Period, and (C) any Eurocurrency Borrowing denominated in any other Foreign

Currency and for any applicable Interest Period, the applicable Local Rate as of the Specified

Time and on the Quotation Day for such Foreign Currency and Interest Period.  If the applicable

Screen Rate shall not be available for such Interest Period at the applicable time (the “Impacted

Interest Period”), then the Eurocurrency Rate for such Interest Period for such Eurocurrency

23

Borrowing shall be the Interpolated Rate at such time, subject to Section 2.12; provided, that if

the applicable Screen Rate shall not be available with respect to any Eurocurrency Borrowing for

any other reason, then the rate determined in accordance with Section 2.12 shall be the

Eurocurrency Rate for such Eurocurrency Borrowing; provided, further that, if the Eurocurrency

Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from

time to time.

“Excluded Taxes” means any of the following Taxes imposed on or with respect

to the Administrative Agent, any Lender or the Issuing Bank or required to be withheld or

deducted from a payment to the Administrative Agent, any Lender or the Issuing Bank, (a) Taxes

imposed on (or measured by) its net income (however denominated) or franchise Taxes, in each

case, imposed (i) 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) any branch profits Taxes imposed by the United States of America or any similar Tax

imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Lender

(other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any U.S.

federal withholding Tax that is imposed on amounts payable to or for the account of such Lender

pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or

designates a new lending office), except to the extent that such Lender (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

2.15(a), (d) Taxes attributable to such recipient’s failure to comply with Section 2.15(f), and (e)

any withholding Taxes imposed under FATCA.

“External Quoted Value” has the meaning assigned to such term in Section

5.12(b)(ii)(A).

“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective

Date (or any amended or successor version that is substantively comparable and not materially

more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any

intergovernmental agreement entered into in connection with the implementation of such

Sections of the Code, and any fiscal or regulatory legislation, rules, or official practices adopted

pursuant to any intergovernmental agreement entered into in connection with the implementation

of such Sections of the Code.

“FCA” has the meaning assigned to such term in Section 1.07.

“Federal Funds Effective Rate” means, for any day, the weighted average

(rounded upwards, if necessary, to the next 1/100 of 1%) 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 Federal Reserve Bank of New York, or, if such rate is not so published for

24

any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of

1%) of the quotations for such day for such transactions received by the Administrative Agent

from three Federal funds brokers of recognized standing selected by it; provided, that if the

Federal Funds Effective Rate is less than zero, such rate shall be zero for purposes of this

Agreement.

“Financial Officer” means the chief executive officer, president, chief operating

officer, chief financial officer, chief legal officer, principal accounting officer, treasurer, assistant

treasurer, controller or chief compliance officer of the Borrower, in each case, whom has been

authorized by the Board of Directors of the Borrower to execute the applicable document or

certificate.

“Financing Subsidiary” means (i) any Structured Subsidiary or (ii) any SBIC

Subsidiary.

“First Lien Bank Loan” has the meaning assigned to such term in Section 5.13.

“Fitch” means Fitch Ratings, Inc. or any successor thereto.

“Floor” means zero.

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

“Foreign Currency Equivalent” means, at any time, with respect to any amount

denominated in Dollars the equivalent amount thereof in the applicable Foreign Currency as

reasonably determined by the Administrative Agent or the applicable Issuing Bank, as the case

may be, at such time on the basis of the Spot Rate (determined in respect of the most recent

Revaluation Date) for the purchase of such Foreign Currency with Dollars.

“Foreign Lender” means any Lender or Issuing Bank that is not a U.S. Person.

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

America.

“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).

“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

25

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, Pledge and

Security Agreement, dated as of the Effective Date, among the Borrower, the Subsidiary

Guarantors, the Administrative Agent, each holder (or a representative, agent or trustee therefor)

from time to time of any Secured Longer-Term 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 that 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 Administrative Agent shall request

consistent with the requirements of Section 5.08, or to which the Collateral Agent shall otherwise

consent).

“Hedging Agreement” means any interest rate protection agreement, Credit

Default Swap, foreign currency exchange protection agreement, commodity price protection

agreement or other credit, interest or currency exchange rate or commodity price hedging

arrangement.

“High Yield Securities” has the meaning assigned to such term in Section 5.13.

“IBA” has the meaning assigned to such term in Section 1.07.

“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 (x)

the designation of each such Immaterial Subsidiary and (y) the most recent balance sheet

required to be delivered pursuant to Section 5.01 (and the Borrower shall in each case deliver to

the Administrative Agent a certificate of a Financial Officer to such effect setting forth

reasonably detailed calculations demonstrating such compliance): (a) such Subsidiaries and their

Subsidiaries do not hold any Eligible Portfolio Investment included in the Borrowing Base, (b)

the aggregate assets of all such Subsidiaries and their Subsidiaries (on a consolidated basis) as of

such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its

26

Subsidiaries as of such date; and (c) the aggregate revenues of all such Subsidiaries and their

Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an

amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such

period.  Notwithstanding the foregoing, no Immaterial Subsidiary that is later designated as a

Subsidiary Guarantor may be an Immaterial Subsidiary.

“Impacted Interest Period” has the meaning assigned to such term in the definition

of “Eurocurrency Rate”.

“Increasing Lender” has the meaning assigned to such term in Section 2.07(e)(i).

“Indebtedness” of any Person means, without duplication, (a) (i) all obligations of

such Person for borrowed money or (ii) with respect to deposits, loans or advances of any kind

that are required to be accounted for under GAAP as a liability on the financial statements of an

Obligor (other than deposits received in connection with a Portfolio Investment in the ordinary

course of the Obligor’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, (d) all obligations of such Person in respect of the deferred purchase price of

property or services (other than trade accounts payable and accrued expenses in the ordinary

course of business not past due for more than 90 days after the date on which such trade account

payable was due or that are being contested in good faith), (e) all Indebtedness of others secured

by any Lien on property owned or acquired by such Person, whether or not the Indebtedness

secured thereby has been assumed (with the value of such debt 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) the net amount such Person would be

obligated for under any Hedging Agreement if such Hedging Agreement was terminated at the

time of determination, (j) all obligations, contingent or otherwise, with respect to Disqualified

Equity Interests, and (k) all obligations, contingent or otherwise, of such Person in respect of

bankers’ acceptances.  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 (or such Person is not otherwise liable for such Indebtedness).

Notwithstanding the foregoing, “Indebtedness” shall not include (x) 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, (y) a

commitment arising in the ordinary course of business to make a future Portfolio Investment or

fund the delayed draw or unfunded portion of any existing Portfolio Investment or (z)

indebtedness of an Obligor on account of the sale by an Obligor of the first out tranche of any

First Lien Bank Loan that arises solely as an accounting matter under ASC 860, provided that

such indebtedness (i) is non-recourse to the Borrower and its Subsidiaries and (ii) would not

27

represent a claim against the Borrower or any of its Subsidiaries in a bankruptcy, insolvency or

liquidation proceeding of the Borrower or its Subsidiaries, in each case in excess of the amount

sold or purportedly sold.

“Independent” when used with respect to any specified Person means that Person

(a) does not have any direct financial interest (other than ownership of a de minimis amount of

the Equity Interests of such Person) or any material indirect financial interest in the Borrower or

any of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate thereof) and

(b) is not an officer, employee, promoter, underwriter, trustee, partner, director or Person

performing similar functions of the Borrower or any of its Subsidiaries or Affiliates (including its

investment advisor or any Affiliate thereof).

“Independent Valuation Provider” means any of Alvarez & Marsal, Houlihan

Lokey Howard & Zukin Capital, Inc., Duff & Phelps LLC, Murray, Devine and Company,

Lincoln Partners Advisors, LLC, Stout Risius Ross, LLC  and Valuation Research Corporation

and Stout, or any other Independent nationally recognized third-party appraisal firm selected by

the Administrative Agent, and reasonably acceptable to the Borrower.

“Industry Classification Group” means (a) any of the Moody’s classification

groups set forth on Schedule 1.01(d) hereto, together with any classification groups that may be

subsequently established by Moody’s and provided by the Borrower to the Administrative Agent

and (b) any additional industry group classifications established by the Borrower pursuant to

Section 5.12.

“ING” means ING Capital LLC.

“Interest Election Request” means a request by the Borrower to convert or

continue a Borrowing in accordance with Section 2.06 substantially in the form of Exhibit E or

such other form that 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 Eurocurrency Loan or Term SOFR Loan, the last day of each

Interest Period therefor and, in the case of any Interest Period of more than three months’

duration, each day prior to the last day of such Interest Period that occurs at three-month

intervals after the first day of such Interest Period and (c) with respect to any RFR Loan, each

date that is on the numerically corresponding day in each calendar month that is one month 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).

“Interest Period” means, for any Eurocurrency Loan or Borrowing or for any

Term SOFR 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, three or six

months (other than with respect to a Eurocurrency Loan or Eurocurrency Borrowing

denominated in Canadian Dollars, which shall not be available for a period of six months’

duration) thereafter or, with respect to such portion of any such Loan or Borrowing 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

28

specified in the applicable Borrowing Request or Interest Election Request; provided, that (a) 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, and (b) any Interest Period (other than an Interest Period 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.  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.

“Internal Value” has the meaning assigned to such term in Section 5.12(b)(ii)(C).

“Interpolated Rate” means, at any time, for any Interest Period, the rate per

annum (rounded to the same number of decimal places as the applicable Screen Rate) determined

by the Administrative Agent (which determination shall be conclusive and binding absent

manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a)

the applicable Screen Rate for the longest period (for which the applicable Screen Rate is

available for the applicable currency) that is shorter than the Impacted Interest Period; and (b) the

applicable Screen Rate for the shortest period (for which that applicable Screen Rate is available

for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures

or other securities of any other Person (including convertible securities) 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 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.

“Investment Advisor” means (i) Barings, (ii) an Affiliate of Barings reasonably

satisfactory to the Administrative Agent or (iii) another investment advisor reasonably

satisfactory to the Administrative Agent and approved by the Required Lenders.

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

amended from time to time.

“Investment Policies” means the Borrower’s written investment objectives,

policies, restrictions and limitations as in existence on the Effective Date, delivered to the

Administrative Agent prior to the Effective Date, as may be amended or modified from time to

time by a Permitted Policy Amendment.

“IRS” means the U.S. Internal Revenue Service.

29

“Issuing Bank” means ING, in its capacity as the issuer of Letters of Credit

hereunder, and its successors in such capacity as provided in Section 2.04(j).

“IVP Supplemental Cap” has the meaning assigned to such term in Section

9.03(a).

“Joint Lead Arrangers” means, collectively, ING, JPMorgan Chase Bank, N.A.,

Bank of Montreal and Fifth Third Bank, National Association.

“Last Out Loan” has the meaning assigned to such term in Section 5.13.

“LC Disbursement” means a payment made by the 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 the 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 Lender at any time shall be its

Applicable Multicurrency Percentage of the total LC Exposure at such time.  Unless otherwise

specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated

amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of

Credit that, by its terms or a document related thereto, provides for one or more automatic

increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be

the maximum stated amount of such Letter of Credit after giving effect to all such increases,

whether or not such maximum stated amount is in effect at such time.

“Lenders” means, collectively, the Dollar Lenders and the Multicurrency Lenders.

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

“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, charge or security interest in, 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, the Value used in determining the

Borrowing Base is not greater than the purchase or call price), except in favor of the issuer

thereof (and in the case of Portfolio Investments that are equity securities, excluding customary

30

drag-along, tag-along, right of first refusal, restrictions on assignments or transfers and other

similar rights in favor of other equity holders of the same issuer).  For the avoidance of doubt, in

the case of Investments that are loans or other debt obligations, customary restrictions on

assignments or transfers thereof on customary and market based terms pursuant to the underlying

documentation relating to such Investment shall not be deemed to be a “Lien”.

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

Documents, any promissory notes delivered pursuant to Section 2.08(f), the Security Documents

and any fee letter between the Borrower and the Administrative Agent (or between the Borrower

and any of the Lenders) relating to this Agreement.

“Loans” means the revolving loans made by the Lenders to the Borrower pursuant

to this Agreement.

“Local Rate” means (i) for Loans or Letters of Credit in AUD, the AUD Rate, (ii)

for Loans or Letters of Credit in NZD, the NZD Rate, (iii) for Loans or Letters of Credit in

Canadian DollarsSwedish Krona, the CDORSTIBOR Rate, (iv) for Loans or Letters of Credit in

Swedish Krona, the STIBOR Rate, (v) for Loans or Letters of Credit in Norwegian Krone, the

NIBOR Rate and (viv) for Loans or Letters of Credit in Danish Krone, the CIBOR Rate.

“Local Screen Rate” means the AUD Screen Rate, the NZD Screen Rate, the

CDOR Rate, the STIBOR Screen Rate, the NIBOR Screen Rate, the CIBOR Screen Rate,

SONIA and, SARON and CORRA as published on the CORRA Administrator’s Website

(following a Benchmark Transition Event with respect to Term CORRA), collectively and

individually as the context may require.

“Long-Term U.S. Government Securities” has the meaning assigned to such term

in Section 5.13.

“Margin Stock” means “margin stock” within the meaning of Regulations D, T, U

and X.

“Material Adverse Effect” means a material adverse effect on (a) the business,

Portfolio Investments of the Obligors (taken as a whole) and other assets, liabilities (actual or

contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries

(other than any Financing Subsidiary), taken as a whole, or (b) the validity or enforceability of

any of the Loan Documents or the rights or remedies of the Administrative Agent and the

Lenders thereunder or the ability of the Obligors to perform their respective obligations

thereunder.

“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of

Credit and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries

(excluding any Specified CLO, but including each other Financing Subsidiary) in an aggregate

outstanding principal amount exceeding $20,000,000 and (b) obligations in respect of one or

more Hedging Agreements or other swap or derivative transactions under which the maximum

aggregate amount (after giving effect to any netting agreements) that the Borrower and its

31

Subsidiaries would be required to pay if such Hedging Agreement(s) or other swap or derivative

transactions were terminated at such time would exceed $20,000,000.

“Maturity Date” means the date that is the one (1) year anniversary of the

Revolver Termination Date.

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

“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 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 such Lender’s Multicurrency

Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to

time pursuant to Section 2.07 or reduced from time to time pursuant to Section 2.09 or as

otherwise provided in this Agreement and (b) 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 Amendment No. 4 Effective Date is set forth on

Schedule 1.01(b) or in the Assignment Assumption pursuant to which such Lender shall have

assumed its Commitment, as applicable.

“Multicurrency Credit Exposure” means, with respect to any Lender at any time,

the sum of the outstanding principal amount of such Lender’s Loans at such time, made or

incurred under such Lender’s Multicurrency Commitments, and such Lender’s LC Exposure.

“Multicurrency Lender” means the Persons listed on Schedule 1.01(b) as having

Multicurrency Commitments and any other Person that shall have become a party hereto

pursuant to an Assignment and Assumption that provides for it to assume a Multicurrency

Commitment or to acquire Multicurrency Credit Exposure, other than any such Person that

ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in

accordance with the terms hereof.

“Multicurrency Loan” means a Loan denominated in Dollars or in an Agreed

Foreign Currency made under 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 or

is required to make any contributions.

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

Member State.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount

equal to (a) the sum of Cash payments and Cash Equivalents received by the Obligors from such

Asset Sale (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

32

received), minus (b) any costs, fees, commissions, premiums and expenses actually incurred by

any Obligor directly incidental to such Asset Sale and payable in cash to a Person that is not an

Affiliate of any Obligor (or if payable to an Affiliate, only to the extent such expenses are

reasonable and customary), including reasonable legal fees and expenses, minus (c) all taxes paid

or reasonably estimated to be payable by any Obligor (other than any income tax) as a result of

such Asset Sale (after taking into account any applicable tax credits or deductions that are

reasonably expected to be available), minus (d) reserves for indemnification, purchase price

adjustments or analogous arrangements reasonably estimated by the Borrower or the relevant

Subsidiary in connection with such Asset Sale; provided that (i) such reserved amount shall not

be included in the Borrowing Base and (ii) if the amount of any estimated reserves pursuant to

this clause (d) exceeds the amount actually required to be paid in cash in respect of

indemnification, purchase price adjustments or analogous arrangements for such Asset Sale, the

aggregate amount of such excess shall constitute Net Asset Sale Proceeds (as of the date the

Borrower determines such excess exists), minus (e) payments of unassumed liabilities relating to

the assets sold or otherwise disposed of at the time, or within 30 days after, the date of such

Asset Sale.

“Net Return of Capital” means an amount equal to (i) (a) any Cash amount (and

proceeds of any non-Cash amount) received by any Obligor at any time in respect of the

outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or

otherwise), (b) without duplication of amounts received under clause (a), any Cash proceeds

(including Cash proceeds of any non-Cash consideration) received by any Obligor at any time

from the sale of any property or assets pledged as collateral in respect of any Portfolio

Investment to the extent such Cash proceeds are less than or equal to the outstanding principal

balance of such Portfolio Investment, (c) solely to the extent such proceeds, along with any such

proceeds previously received (other than on account of taxes paid or reasonably estimated to be

payable), are less than or equal to the Obligor’s investments therein, any cash amount (and Cash

proceeds of any non-Cash amount) received by any Obligor at any time in respect of any

Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the

Portfolio Company of such Portfolio Investment, (y) as a distribution of capital made on or in

respect of such Portfolio Investment (other than, in the case of a Portfolio Investment that is

capital stock, any distribution on account of actual taxes paid or reasonably estimated to be

payable by an Obligor solely in its capacity as a holder of such Equity Interest (and not on

account of such Obligor’s status as a RIC)), or (z) pursuant to the recapitalization or

reclassification of the capital of the Portfolio Company of such Portfolio Investment or pursuant

to the reorganization of such Portfolio Company or (d) any similar return of capital received by

any Obligor in Cash (and Cash proceeds of any non-Cash amount) in respect of any Portfolio

Investment minus (ii) any costs, fees, commissions, premiums and expenses incurred by any

Obligor directly incidental to such Cash receipts, including reasonable legal fees and expenses.

“New Zealand Dollars” and “NZD” refers to the lawful currency of New Zealand.

“NIBOR Rate” means, with respect to any Interest Period, in the case of any

Eurocurrency Borrowing denominated in NOK, a rate per annum equal to the Norwegian

Interbank Offered Rate administered by Norske Finansielle Referanser (or any other person that

takes over administration of that rate) for deposits in NOK with a term equivalent to such Interest

33

Period as displayed on such screen that displays such rate, or 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 (the “NIBOR Screen Rate”) as of 11:00 a.m.

London time two Business Days prior to the commencement of such Interest Period.  If the

NIBOR Rate shall be less than zero, the NIBOR Rate shall be deemed to be zero for purposes of

this agreement.

“Non-Consenting Lender” has the meaning assigned to such term in

Section 9.02(d).

“Norwegian Krone” and “NOK” refers to the lawful currency of Norway.

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

“NZD Rate” means, for any Loans in New Zealand Dollars, the (a) NZD Screen

Rate plus (b) 0.30%.

“NZD Screen Rate” means, with respect to any Interest Period, the rate per annum

determined by the Administrative Agent which is equal to the average bank bill reference rate as

administered by the New Zealand Financial Markets Association (or any other Person that takes

over the administration of such rate) for bills of exchange with a tenor equal in length to such

Interest Period as displayed on page BKBM of the Reuters screen (or, in the event such rate does

not appear on such page, on any successor or substitute page on such screen that displays such

rate or on the appropriate page of such other information service that publishes such rate as shall

be selected by the Administrative Agent from time to time in its reasonable discretion) at or

about 11:00 a.m. (Wellington, New Zealand time) on the first day of such Interest Period.  If the

NZD Screen Rate shall be less than zero, the NZD Screen Rate shall be deemed to be zero for

purposes of this Agreement.

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

“Obligors’ Net Worth” means, at any date, Stockholders’ Equity at such date,

minus the net asset value held by any Obligor in (x) any non-Obligor Subsidiary and (y) any

joint venture except to the extent that the Collateral Agent maintains a first priority, perfected

Lien (subject to no other Liens other than Eligible Liens) in the Equity Interests of such joint

venture owned by such Obligor.

“OFAC” has the meaning assigned to such term in Section 3.20.

“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).

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“Other Covered Indebtedness” means, collectively, (i) Secured Longer-Term

Indebtedness and (ii) Unsecured Shorter-Term Indebtedness.

“Other Taxes” means any and all present or future stamp, court, documentary,

intangible, recording or filing Taxes or any other excise or property Taxes, charges or similar

levies arising from any payment made under any Loan Document or from the execution,

delivery, performance, enforcement or registration of, from the receipt or perfection of a security

interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are

imposed with respect to an assignment (other than an assignment made pursuant to Section

2.18(b)).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both

overnight federal funds and overnight Eurocurrency transactions by U.S.-managed banking

offices of depository institutions, as such composite rate shall be determined by the NYFRB as

set forth on its public website from time to time, and published on the next succeeding Business

Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB

shall commence to publish such composite rate); provided, that if the Overnight Bank Funding

Rate is less than zero, such rate shall be zero for purposes of this Agreement.

“Participant” has the meaning assigned to such term in Section 9.04(f).

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

“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.

“Payment” has the meaning assigned to such term in Section 8.13(b).

“Payment Notice” has the meaning assigned to such term in Section 8.13(b).

“Payor” has the meaning assigned to such term in Section 8.13(a).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined

in ERISA and any successor entity performing similar functions.

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

“Performing Covenant-Lite Loans” has the meaning assigned to such term in

Section 5.13.

“Performing DIP Loans” has the meaning assigned to such term in Section 5.13.

“Performing First Lien Bank Loans” has the meaning assigned to such term in

Section 5.13.

“Performing First Lien Middle Market Loans” has the meaning assigned to such

term in Section 5.13.

35

“Performing High Yield Securities” has the meaning assigned to such term in

Section 5.13.

“Performing Last Out Loans” has the meaning assigned to such term in Section

5.13.

“Performing Mezzanine Investments” has the meaning assigned to such term in

Section 5.13.

“Performing Second Lien Bank Loans” has the meaning assigned to such term in

Section 5.13.

“Periodic Term CORRA Determination Day” has the meaning assigned to such

term in the definition of “Term CORRA”.

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

definition of “Term SOFR”.

“Permitted Equity Interests” means common stock of the Borrower that after its

issuance is not subject to any agreement between the holder of such common stock and the

Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or

terminate any such common stock at any time prior to the first anniversary of the later of the

Maturity Date (as in effect from time to time) and the Termination Date.

“Permitted Foreign Jurisdiction” has the meaning assigned to such term in Section

5.13.

“Permitted Foreign Jurisdiction Portfolio Investment” has the meaning assigned to

such term in Section 5.13.

“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 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’,

storage, landlord, and repairmen’s Liens and other similar Liens arising in the ordinary course of

business and securing obligations (other than Indebtedness for borrowed money) 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 in accordance with GAAP; (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 in respect of employee benefit plans subject to 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

36

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; (f) Liens arising out of judgments or awards that have been in force for less than the

applicable period for taking an appeal so long as such judgments or awards do not constitute an

Event of Default; (g) customary rights of setoff and liens 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,

in the case of each of clauses (i) through (iii) above, securing payment of fees, indemnities,

charges for returning items and other similar obligations; (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; (i) Eligible Liens; (j) 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 permitted hereunder); (k) zoning restrictions,

easements, licenses, or other restrictions on the use of any real estate (including leasehold title),

in each case which do not interfere with or affect in any material respect the ordinary course

conduct of the business of the Borrower and its Subsidiaries; (l) purchase money Liens on

specific equipment and fixtures, provided that (i) such Liens only attach to such equipment and

fixtures and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the

fair market value of such equipment and fixtures at the time of the acquisition thereof; (m)

deposits of money securing leases to which Borrower is a party as lessee made in the ordinary

course of business; and (n) precautionary Liens and filing of financing statements under the

Uniform Commercial Code covering assets sold or contributed to any Person not prohibited

hereunder.

“Permitted Policy Amendment” is an amendment, modification, termination or

restatement of the Investment Policies or Valuation Policy, in each case that is any of (i)

approved in writing by the Administrative Agent (with the consent of the Required Lenders), (ii)

required by applicable law or Governmental Authority, or (iii) is not or could not reasonably be

expected to be materially adverse to the Lenders.

“Permitted Prior Working Capital Lien” has the meaning assigned to such term in

Section 5.13.

“Permitted SBIC Guarantee” means a guarantee by the Borrower of SBA

Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that the

recourse to the Obligors thereunder is expressly limited only to periods after the occurrence of an

event or condition that is an impermissible change in the control of such SBIC Subsidiary (it

being understood that, as provided in clause (q) of Article VII, it shall be an Event of Default

hereunder if any such event or condition giving rise to such recourse occurs).

“Person” means any natural person, corporation, limited liability company, trust,

joint venture, association, company, partnership, Governmental Authority or other entity.

37

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

“Plan” means any employee pension benefit plan (other than a Multiemployer

Plan) 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.

“Portfolio Company” means the issuer or obligor under any Portfolio Investment

held by any Obligor.

“Portfolio Investment” means any Investment (including an Alpine Participation

Interest) held by the Borrower and its Subsidiaries in their asset portfolio and included on the

schedule of investments on the financial statements of the Borrower delivered pursuant to

Section 5.01(a) or (b) (or, for any Investment made during a given quarter and before a schedule

of investments is required to be delivered pursuant to Section 5.01(a) or (b), as applicable, with

respect to such quarter, is intended to be included on the schedule of investments when such

Investment is made) (and, for the avoidance of doubt, shall not include any Subsidiary of the

Borrower).

“Pounds Sterling” means the lawful currency of England.

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money

Rates Section, as the “U.S. Prime Rate” (or its successor), as in effect from time to time or, if

The Wall Street Journal ceases to quote such rate, the highest per annum rate published by the

Federal Reserve Board in the Federal Reserve Statistical Release H.15 (519) (Selected Interest

Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate

quoted therein (as determined by the Administrative Agent) or any similar release by the Federal

Reserve Board (as determined by the Administrative Agent).  The Prime Rate is a reference rate

and does not necessarily represent the lowest or best rate actually charged to any customer.  The

Administrative Agent or any Lender may make commercial loans or other loans at rates of

interest at, above, or below the Prime Rate.

“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 in

Dollars, 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 Commitments of all Lenders at such time.

“Pro-Rata Multicurrency Portion” means, in connection with any Pro-Rata

Borrowing in Dollars, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing

38

multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency Lenders at

such time divided by (iii) the aggregate 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 such term in Section 9.18.

“QFC Credit Support” has the meaning assigned to such term in Section 9.18.

“Quarterly Dates” means the last Business Day of March, June, September and

December in each year, commencing on March 29, 2019.

“Quotation Day” means, with respect to any Eurocurrency Borrowing (other than

any Eurocurrency Borrowing denominated in Canadian Dollars) for any Interest Period, (i) if the

Currency is Canadian Dollars or AUD, the first day of such Interest Period, (ii) if the Currency is

Euro, two TARGET Days before the first day of such Interest Period and (iii) for any other

Currency, (other than Canadian Dollars), two Business Days prior to the first day of such Interest

Period, unless, in each case, market practice differs in the relevant market where the

Eurocurrency Rate for such Currency is to be determined, in which case the Quotation Day will

be determined by the Administrative Agent in accordance with market practice in such market

(and if quotations would normally be given on more than one day, then the Quotation Day shall

be the last of those days).

“Quoted Investments” has the meaning assigned to such term in Section

5.12(b)(ii)(A).

“Rating Agency” means each of S&P, Moody’s and Fitch.

“Ratings Condition” means that, at any time commencing on or after twelve

months after the Effective Date, the Borrower maintains a Credit Rating of at least BBB-/Baa3

(or equivalent) from at least one Rating Agency.

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

“Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of

the Board of Governors of the Federal Reserve System (or any successor), as the same may be

modified and supplemented and in effect from time to time.

“Related Parties” means, with respect to any specified Person, such Person’s

Affiliates and the respective directors, partners, officers, employees, agents, advisors and

representatives of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means (i) with respect to a Benchmark

Replacement in respect of Loans denominated in Dollars, the Board or the NYFRB, or a

committee officially endorsed or convened by the Board or the NYFRB, or any successor

thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in

Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the

39

Bank of England, or any successor thereto and (iii) with respect to any Benchmark Replacement

in respect of Loans denominated in an Agreed Foreign Currency other than Pounds Sterling, (a)

the central bank for the currency in which such Benchmark Replacement is denominated or (b)

any working group or committee officially endorsed or convened by (1) the central bank for the

currency in which such Benchmark Replacement is denominated, (2) any central bank or other

supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the

administrator of such Benchmark Replacement, (3) a group of those central banks or other

supervisors or (4) the Financial Stability Board or any part thereof.

“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.  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; provided that the

Credit Exposures and unused Commitments of any Defaulting Lenders shall be disregarded in

the determination of Required Lenders to the extent provided for in Section 2.17.

“Required Payment” has the meaning assigned to such term in Section 8.13(a).

“Required Payment Amount” has the meaning assigned to such term in Section

6.05(b).

“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 of its Subsidiaries, 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 (other than any equity awards granted to employees, officers, directors and consultants

of the Borrower and its Affiliates); provided, for clarity, neither the conversion of convertible

debt into Permitted Equity Interests nor the purchase, redemption, retirement, acquisition,

cancellation or termination of convertible debt made solely with Permitted Equity Interests (other

than interest or expenses or fractional shares, which may be payable in cash) shall be a Restricted

Payment hereunder.

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

“Revaluation Date” means (a) with respect to any Loan, each of the following: (i)

each date of a Borrowing of a Eurocurrency Loan or RFR Loan denominated in an Agreed

Foreign Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an

Agreed Foreign Currency and (iii) 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; and (b) with respect to any Letter of Credit, each of the following: (i) each date of

40

issuance of a Letter of Credit denominated in an Agreed Foreign Currency, (ii) each date of an

amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii)

each date of any payment by the Issuing Bank under any Letter of Credit denominated in an

Agreed Foreign Currency and (iv) such additional dates as the Administrative Agent or the

Issuing Bank shall reasonably and in good faith determine or the Required Lenders shall

reasonably and in good faith require.

“Revolver Termination Date” means February 21, 2025, unless extended with the

consent of each Lender in its sole and absolute discretion.

“RFR”, when used in reference to any Loan or Borrowing, refers to whether such

Loan or the Loans constituting such Borrowing, are bearing interest at a rate determined by

reference to Adjusted Daily Simple RFR.

“RFR Business Day” means, for any RFR Loan denominated in (a) Pounds

Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed

for general business in London, and (b) Swiss Francs, any day except for (i) a Saturday, (ii) a

Sunday or (iii) a day on which banks are closed for the settlement of payments and foreign

exchange transactions in Zurich, and (c) Canadian Dollars, any day except (i) a Saturday, (ii) a

Sunday or (iii) a day on which commercial banks in Toronto are authorized or required by law to

remain closed; provided that, for purposes of notice requirements in Sections 2.03(a) and 2.09(g),

in each case, such day is also a Business Day.

“RFR Rate 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 Subchapter M of 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, territory or region that is, or

whose government is, the subject or target of any comprehensive Sanctions (which are, as of the

date of this Agreement, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic,

the so-called Luhansk People’s Republic and the Crimea region of Ukraine).

“Sanctions” has the meaning assigned to such term in Section 3.20.

“SARON” means, with respect to any RFR Business Day, a rate per annum equal

to the Swiss Average Rate Overnight for such RFR Business Day published by the SIX Swiss

Exchange AG (or any successor administrator for the Swiss Average Rate Overnight) on the SIX

Swiss Exchange AG’s website, currently at http://www.six-group.com (or any successor source

for the Swiss Average Rate Overnight identified as such by the administrator for the Swiss

Average Rate Overnight from time to time).

41

“SARON Adjustment” means with respect to SARON, -0.0571% (-5.71 basis

points).

“SBA” means the United States Small Business Administration or any

Governmental Authority succeeding to any or all of the functions thereof.

“SBIC Subsidiary” means any Subsidiary of the Borrower or any other Obligor

(or such Subsidiary’s general partner or manager entity) that is (x)  either (i) a “small business

investment company” licensed by the SBA (or that has applied for such a license and is actively

pursuing the granting thereof by appropriate proceedings promptly instituted and diligently

conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-

owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and

(y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

(a)other than pursuant to a Permitted SBIC Guarantee or the

requirement by the SBA that the Borrower or such Obligor make an equity or capital

contribution to the SBIC Subsidiary in connection with its incurrence of SBA

Indebtedness (provided that such contribution is permitted by Section 6.03(e) or 6.03(i)

and is made substantially contemporaneously with such incurrence), no portion of the

Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is

Guaranteed by the Borrower or any of its Subsidiaries (other than any SBIC Subsidiary),

(ii) is recourse to or obligates the Borrower or any of its Subsidiaries (other than any

SBIC Subsidiary) in any way, or (iii) subjects any property of the Borrower or any of its

Subsidiaries (other than any SBIC Subsidiary) to the satisfaction thereof, other than

Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness;

(b)other than pursuant to a Permitted SBIC Guarantee, neither the

Borrower nor any of its Subsidiaries has any material contract, agreement, arrangement

or understanding with such Person other than on terms no less favorable to the Borrower

or such Subsidiary than those that might be obtained at the time from Persons that are not

Affiliates of the Borrower or such Subsidiary;

(c)neither the Borrower nor any of its Subsidiaries (other than any

SBIC Subsidiary) has any obligation to such Person to maintain or preserve its financial

condition or cause it to achieve certain levels of operating results; and

(d)such Person has not Guaranteed or become a co-borrower under,

and has not granted a security interest in any of its properties to secure, and the Equity

Interests it has issued are not pledged to secure, in each case, any indebtedness, liabilities

or obligations of any one or more of the Obligors.

Any designation by the Borrower under clause (y) above 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 Financial Officer’s

knowledge, such designation complied with the foregoing conditions.

42

“Screen Rate” means the Term SOFR Reference Rate, the EURIBOR Screen

Rate, the Term CORRA Reference Rate and the Local Screen Rates collectively and individually

as the context may require.

“SEC” means the United States Securities and Exchange Commission or any

Governmental Authority succeeding to any or all of the functions thereof.

“Second Lien Bank Loan” has the meaning assigned to such term in Section 5.13.

“Secured Longer-Term Indebtedness” means, as at any date, Indebtedness of the

Borrower (other than Indebtedness hereunder) (which may be Guaranteed by Subsidiary

Guarantors) that:

(a)has no amortization (other than for amortization in an amount not

greater than 1% of the aggregate initial principal amount of such Indebtedness per annum

(or an amount in excess of 1% of the aggregate initial principal amount of such

Indebtedness per annum on terms mutually agreeable to the Borrower and the Required

Lenders)) or mandatory redemption, repurchase or prepayment prior to, and a final

maturity date not earlier than, six months after the Maturity Date (it being understood that

any amortization, mandatory redemption, repurchase or prepayment obligation or put

right that is contingent upon the happening of an event that is not certain to occur

(including, without limitation, a Change in Control or bankruptcy) shall not in and of

itself be deemed to disqualify such Indebtedness under this clause (a); provided that any

payment prior to the Termination Date in respect of any such obligation or right shall

only be made to the extent permitted by Section 6.12);

(b)is incurred pursuant to documentation containing (i) financial

covenants, covenants governing the borrowing base, if any, covenants regarding portfolio

valuations, and events of default that are no more restrictive in any respect upon the

Borrower and its Subsidiaries, at any time that any Commitments or Loans are

outstanding hereunder (including pursuant to any maturity extensions), than those set

forth in this Agreement (other than, if such Indebtedness is governed by a customary

indenture or similar instrument, events of default that are customary in indentures or

similar instruments and that have no analogous provisions in this Agreement or credit

agreements generally) (provided that, upon the Borrower’s request, this Agreement will

be deemed to be automatically amended (and, upon the request of the Administrative

Agent or the Required Lenders, the Borrower and the Lenders shall enter into a document

evidencing such amendment), mutatis mutandis, to make such covenants more restrictive

in this Agreement as may be necessary to meet the requirements of this clause (b)(i)) and

(ii) other terms (other than interest and any commitment or related fees) that are no more

restrictive in any material respect upon the Borrower and its Subsidiaries, at any time that

any Commitments or Loans are outstanding hereunder (including pursuant to any

maturity extensions), than those set forth in this Agreement; and

(c)ranks pari passu with the obligations under this Agreement and is

not secured by any assets of any Person other than any assets of any Obligor pursuant to

the Security Documents and the holders of which, or the agent, trustee or representative

43

of such holders on behalf of and for the benefit of such holders, have agreed to either

(x) be bound by the provisions of the Security Documents by executing the joinder

attached as Exhibit E to the Guarantee and Security Agreement or (y) be bound by the

provisions of the Security Documents in a manner reasonably satisfactory to the

Administrative Agent and the Collateral Agent.  For the avoidance of doubt, (a) Secured

Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or

extension of any Secured Longer-Term Indebtedness so long as such refinanced,

refunded, renewed or extended Indebtedness continues to satisfy the requirements of this

definition and (b) any payment on account of Secured Longer-Term Indebtedness shall be

subject to Section 6.12.

“Secured Parties” has the meaning assigned to such term in the Guarantee and

Security Agreement.

“Security Documents” means, collectively, the Guarantee and Security

Agreement, the Custodian Agreement, the Control Agreement, all Uniform Commercial Code

financing statements filed with respect to the security interests in personal property created

pursuant to the Guarantee and Security Agreement, and all other assignments, pledge

agreements, security agreements, control agreements and other instruments 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

under and as defined in the Guarantee and Security Agreement.

“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).

“Settlement-Date Basis” means that any Investment that has been purchased will

not be treated as an Eligible Portfolio Investment until such purchase has settled, and any

Eligible Portfolio Investment which has been sold will not be excluded as an Eligible Portfolio

Investment until such sale has settled.

“Short-Term U.S. Government Securities” has the meaning assigned to such term

in Section 5.13.

“SOFR” means a rate per annum equal to the secured overnight financing rate for

such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Adjustment” means, for any calculation with respect to an ABR Loan or a

Term SOFR Loan, a percentage per annum as set forth as follows for the applicable Type of such

Loan and (if applicable) Interest Period therefore:  (a) with respect to ABR Loans, 0.10% (10

basis points) and (b) with respect to Term SOFR Loans, 0.10% (10 basis points) for an Interest

Period of one month, 0.15% (15 basis points) for an Interest Period of three months and 0.25%

(25 basis points) for an Interest Period of six months.

“SOFR Administrator” means the NYFRB (or a successor administrator of the

secured overnight financing rate).

44

“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.

“Solvent” means, with respect to any Obligor, that as of the date of determination,

both (i) (a) the sum of such Obligor’s debt and liabilities (including contingent liabilities) does

not exceed the present fair saleable value of such Person’s present assets, (b) such Obligor’s

capital is not unreasonably small in relation to its business as contemplated on the Effective Date

and reflected in any projections delivered to the Lenders or with respect to any transaction

contemplated or undertaken after the Effective Date, and (c) such Obligor has not incurred and

does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts

beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and

(ii) such Obligor is “solvent” within the meaning given to such term and similar terms under

applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition,

the amount of any contingent liability at any time shall be computed as the amount that, in light

of all of the facts and circumstances existing at such time, represents the amount that can

reasonably be expected to become an actual or matured liability (irrespective of whether such

contingent liabilities meet the criteria for accrual under Statement of Financial Accounting

Standard No. 5).

“SONIA” means, with respect to any RFR Business Day, a rate per annum equal

to the Sterling Overnight Index Average for such RFR Business Day published by the Bank of

England (or any successor administrator or the Sterling Overnight Index Average) on 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 administrator for the Sterling

Overnight Index Average).

“SONIA Adjustment” means with respect to SONIA, 0.0326% (3.26 basis

points).

“Specified CLO” means a Structured Subsidiary that (i) is a collateralized loan

obligation vehicle and (ii) has been designated in writing as a Specified CLO by the Borrower to

the Administrative Agent at any time prior to the Specified CLO Effective Date (which

designation shall not be revocable).  For the avoidance of doubt, each Specified CLO shall be

subject to the proviso of Section 6.03(e).

“Specified CLO Effective Date” means, in respect of any Specified CLO, the

earliest of (i) the date the applicable Rating Agency has deemed such Specified CLO to be

effective, (ii) the date the collateral manager (or similar person) has elected and/or certified that

such Specified CLO has become effective and (iii) the date on which the underlying coverage,

portfolio quality or similar tests in respect of such Specified CLO become effective.

“Specified Notes” means the 2025 Notes, the 2025-2 Notes, the 2026 Notes and

the Additional Notes.

“Specified Time” means (i) in relation to a Loan in Canadian Dollars, as of 10:00

a.m., Toronto, Ontario time, (ii) in relation to a Loan in Euros, 11:00 a.m., Brussels time, (iiiii) in

45

relation to a Loan in AUD, as of 11:00 a.m., Sydney, Australia, (iviii) in relation to a Loan in

Swedish Krona, as of 11:00 a.m., London time, (viv) in relation to a Loan in Norwegian Krone,

11:00 a.m., London time, (viv) in relation to a Loan in New Zealand Dollars, 11:00 a.m.,

Wellington, New Zealand time, and (viivi) in relation to a Loan in Danish Krone, 11:00 a.m.,

Copenhagen, Denmark time.

“Spot Rate” for a currency means the rate determined by the Administrative

Agent or the Issuing Bank, as applicable, to be the rate quoted by the Person acting in such

capacity as the spot rate for the purchase by such Person of such currency with another currency

through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two

Business Days prior to the date as of which the foreign exchange computation is made; provided

that the Administrative Agent or the Issuing Bank may obtain such spot rate from another

financial institution designated by the Administrative Agent or Issuing Bank if the Person acting

in such capacity does not have as of the date of determination a spot buying rate for any such

currency; and provided further that the Issuing Bank may use such spot rate quoted on the date as

of which the foreign exchange computation is made in the case of any Letter of Credit

denominated in an Agreed Foreign Currency.

“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 breach of representations and warranties referred to in clause (c), and

(c) representations, warranties, covenants and indemnities (together with any related

performance guarantees) of a type that are reasonably customary in commercial loan

securitizations (in each case in clauses (a), (b) and (c) excluding obligations related to the

collectability of the assets sold or the creditworthiness of the underlying obligors and excluding

obligations that constitute credit recourse).

“Statutory Reserve Rate” means, for the Interest Period for any Eurocurrency

Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and

the denominator of which is the number one minus the arithmetic mean, taken over each day in

such Interest Period, of the aggregate of the applicable maximum reserve percentages (including

any marginal, special, emergency or supplemental reserves) expressed as a decimal established

by the Board to which the Administrative Agent is subject for eurocurrency funding (currently

referred to as “Eurocurrency liabilities” in Regulation D).  Such reserve percentages shall include

those imposed pursuant to Regulation D.  Eurocurrency Loans 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

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.

“STIBOR Rate” means, in the case of any Eurocurrency Borrowing denominated

in SEK, with respect to any Interest Period, the Stockholm Interbank Offered Rate administered

by the Swedish Bankers’ Association (or any other person that takes over administration of that

rate) for deposits in Swedish Krona with a term equivalent to such Interest Period as displayed

on such screen that displays such rate, or on the appropriate page of such other information

service that publishes such rate as shall be selected by the Administrative Agent from time to

46

time in its reasonable discretion (the “STIBOR Screen Rate) as of 11:00 a.m. London time two

Business Days prior to the commencement of such Interest Period.  If the STIBOR Rate shall be

less than zero, the STIBOR Rate shall be deemed to be zero for purposes of this agreement.

“Stockholders’ Equity” means, at any date, the amount determined on a

consolidated basis, without duplication, in accordance with GAAP, of stockholders’ equity for

the Borrower and its Subsidiaries at such date.

“Structured Finance Obligations” has the meaning assigned to such term in

Section 5.13.

“Structured Subsidiaries” means:

(a)a direct or indirect Subsidiary of the Borrower which is formed

(including prior to the Effective Date) in connection with, and which continues to exist

for the sole purpose of, obtaining and maintaining third-party financings and which

engages in no material activities other than in connection with the purchase and financing

of assets from the Obligors or any other Person, and which is designated by the Borrower

(as provided below), as a Structured Subsidiary, so long as:

(i)no portion of the Indebtedness or any other obligations

(contingent or otherwise) of such Subsidiary (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 or otherwise transferred to such Subsidiary in accordance with

the terms Section 6.03(e) or 6.03(i)), 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 Subsidiary other than on terms no 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 loan assets; and

(iii)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; and

(b)any passive holding company that is designated by the Borrower

(as provided below) as a Structured Subsidiary, so long as:

(i)such passive holding company is the direct parent of a

Structured Subsidiary referred to in clause (a);

47

(ii)such passive holding company engages in no activities and

has no assets (other than in connection with the transfer of assets to and from a Structured

Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests of a

Structured Subsidiary referred to in clause (a)) or liabilities;

(iii)all of the Equity Interests of such passive holding company

are owned directly by an Obligor and are pledged as Collateral for the Secured

Obligations and the Collateral Agent has a first-priority perfected Lien (subject to no

other Liens other than Eligible Liens) on such Equity Interests; and

(iv)no Obligor has any obligation to maintain or preserve such

passive holding company’s financial condition or cause such entity to achieve certain

levels of operating results.

Any designation of a Structured Subsidiary 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 Financial Officer’s

knowledge, such designation complied with each of the conditions set forth in clause (a) or (b)

above, as applicable.

“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 or more subsidiaries of the

parent or by the parent and one 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,

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 Subsidiary that is or is required to be a

Guarantor under the Guarantee and Security Agreement.  It is understood and agreed that,

subject to Section 5.08(a), no CFC, Transparent Subsidiary, Immaterial Subsidiary or Financing

Subsidiary shall be required to be a Subsidiary Guarantor as long as it remains a CFC,

Transparent Subsidiary, Immaterial Subsidiary or Financing Subsidiary, as applicable, each as

defined and described herein.

“Supported QFC” has the meaning set forth in Section 9.18.

“Swedish Krona” and “SEK” refers to the lawful currency of Sweden.

“Swiss Francs” and “CHF” refers to the lawful currency of Switzerland.

48

“TARGET Day” means any day on which the TARGET2 is open.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement

Express Transfer (TARGET2) payment system (or, if such payment system ceases to be

operative, such other payment system reasonably determined by the Administrative Agent to be a

suitable replacement) for the settlement of payments in Euros.

“Tax Amount” has the meaning assigned to such term in Section 6.05(b).

“Tax Damages” has the meaning assigned to such term in Section 2.15(d).

“Taxes” means any and all present or future taxes levies, imposts, duties,

deductions, withholdings (including backup withholding), assessments, fees or other charges

imposed by any Governmental Authority, including any interest, additions to tax or penalties

applicable thereto.

“Term CORRA” means,

(a)for any calculation with respect to a Eurocurrency Loan in Canadian

Dollars for any Interest Period, the Term CORRA Reference Rate for a tenor comparable to the

applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination

Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is

published by the Term CORRA Administrator; provided, however, that if as of 5:00 p.m.

(Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference

Rate for the applicable tenor has not been published by the Term CORRA Administrator and a

replacement of the Term CORRA Reference Rate has not occurred pursuant to Section 2.12(d),

then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the

Term CORRA Administrator on the first preceding Business Day for which such Term CORRA

Reference Rate for such tenor was published by the Term CORRA Administrator so long as such

first preceding Business Day is not more than three (3) Business Days prior to such Periodic

Term CORRA Determination Day; and

(b)for any calculation with respect to a Loan with a Benchmark equal to the

Canadian Prime Rate on any day, the Term CORRA Reference Rate for a tenor of one (1) month

on the day (such day, the “Prime Rate CORRA Determination Day”) that is two (2) Business

Days prior to such day, as such rate is published by the Term CORRA Administrator; provided,

however, that if as of 5:00 p.m. (Toronto time) on any Prime Rate CORRA Determination Day

the Term CORRA Reference Rate for the applicable tenor has not been published by the Term

CORRA Administrator and a replacement of the Term CORRA Reference Rate has not occurred

pursuant to Section 2.12(d), then Term CORRA will be the Term CORRA Reference Rate for

such tenor as published by the Term CORRA Administrator on the first preceding Business Day

for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA

Administrator so long as such first preceding Business Day is not more than three (3) Business

Days prior to such Prime Rate CORRA Determination Day.

49

“Term CORRA Administrator” means Candeal Benchmark Administration

Services Inc., TSX Inc. (or a successor administrator of the Term CORRA Reference Rate

selected by the Administrative Agent in its reasonable discretion).

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

CORRA.

“Term SOFR” means,

(a)for any calculation with respect to a Term SOFR Loan, 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; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic

Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not

been published by the Term SOFR Administrator and a replacement of the Term SOFR

Reference Rate has not occurred pursuant to Section 2.12(d), then Term SOFR will be the Term

SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate

for such tenor was published by the Term SOFR Administrator so long as such first preceding

U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities

Business Days prior to such Periodic Term SOFR Determination Day; and

(b)for any calculation with respect to an ABR Loan on any day, the Term

SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR

Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such

day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of

5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR

Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator

and a replacement of the Term SOFR Reference Rate has not occurred pursuant to Section

2.12(d), 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 ABR SOFR

Determination Day.

“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 Borrowing” means, as to any Borrowing, the Term SOFR Loans

comprising such Borrowing.

“Term SOFR Loan” means a Loan that bears interest at a rate based on Adjusted

Term SOFR, other than pursuant to clause (d) of the definition of “Alternate Base Rate”.

50

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

SOFR.

“Termination Date” means the date on which the Commitments have expired or

been terminated and the principal of and accrued interest on each Loan and all fees and other

amounts payable hereunder by the Borrower or any other Obligor shall have been paid in full

(excluding, for the avoidance of doubt, any amount in connection with any contingent,

unasserted indemnification obligations), all Letters of Credit shall have (w) expired, (x)

terminated, (y) been Cash Collateralized or (z) otherwise been backstopped in a manner

acceptable to the Issuing Bank and the Administrative Agent in their sole discretion and, in each

case, all LC Disbursements then outstanding have been reimbursed.

“Third Party Finance Company” has the meaning assigned to such term in Section

5.13.

“Total Eligible Portfolio” has the meaning assigned to such term in Section

5.13(b).

“Transactions” means the execution, delivery and performance by the Borrower

of this Agreement and other Loan Documents, the borrowing of Loans, and the use of the

proceeds thereof and the issuance of Letters of Credit hereunder.

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

“Transparent Subsidiary” means a Subsidiary classified as a partnership or as a

disregarded entity for U.S. federal income tax purposes directly or indirectly owned by an

Obligor that has no material assets other than Equity Interests (held directly or indirectly through

other Transparent Subsidiaries) in one or more CFCs.

“Two Largest Industry Classification Groups” means, as of any date of

determination, each of the two Industry Classification Groups that a greater portion of the Total

Eligible Portfolio has been assigned to each such Industry Classification Group pursuant to

Section 5.12(a) than any other single Industry Classification Group.

“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 Adjusted Eurocurrency Rate, Adjusted Term SOFR, Adjusted Daily Simple RFR

or the Alternate Base Rate.

“Undisclosed Administration” means, in relation to a Lender or its direct or

indirect parent company, the appointment of an administrator, provisional liquidator,

conservator, receiver, trustee, custodian or other similar official by a supervisory authority or

regulator under or based on the law in the country where such Lender or its direct or indirect

parent company is subject to home jurisdiction supervision if applicable law requires that such

appointment is not to be publicly disclosed and such appointment has not been publicly disclosed

(including, without limitation, under the Dutch Financial Supervision Act 2007 (as amended

from time to time and including any successor legislation)).

51

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as

in effect from time to time in the State of New York.

“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.

“UK Resolution Authority” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unquoted Investments” has the meaning assigned to such term in Section

5.12(b)(ii)(B).

“Unsecured Longer-Term Indebtedness” means any Indebtedness of an Obligor

that:

(a)has no amortization, or mandatory redemption, repurchase or

prepayment prior to, and a final maturity date not earlier than, six months after the

Maturity Date (it being understood that (i) the conversion features into Permitted Equity

Interests under convertible notes (as well as the triggering of such conversion and/or

settlement thereof solely with Permitted Equity Interests, except in the case of interest,

fractional shares pursuant to customary and market conversion and other provisions or

expenses (which may be payable in cash)) shall not constitute “amortization”,

“redemption”, “repurchase” or “prepayment” for the purposes of this definition and (ii)

that any amortization, mandatory redemption, repurchase or prepayment obligation or put

right that is contingent upon the happening of an event that is not certain to occur

(including, without limitation, a Change in Control or bankruptcy) shall not in and of

itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding

the foregoing, in this clause (ii), the Borrower acknowledges that any payment prior to

the Termination Date in respect of any such obligation or right shall only be made to the

extent permitted by Section 6.12)),

(b)is incurred pursuant to documentation containing (i) financial

covenants, covenants governing the borrowing base, if any, covenants regarding portfolio

valuation, and events of default that are no more restrictive in any respect upon the

Borrower and its Subsidiaries, at any time that any Commitments or Loans are

outstanding hereunder (including pursuant to any maturity extensions), than those set

forth in this Agreement (other than, if such Indebtedness is governed by a customary

indenture or similar instrument, events of default that are customary in indentures or

similar instruments and that have no analogous provisions in this Agreement or credit

agreements generally) (provided that, upon the Borrower’s request, this Agreement will

be deemed to be automatically amended (and, upon the request of the Administrative

Agent or the Required Lenders, the Borrower and the Lenders shall enter into a document

evidencing such amendment), mutatis mutandis, to make such covenants more restrictive

52

in this Agreement as may be necessary to meet the requirements of this clause (b)(i)) (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 Equity

Interests of the Borrower or the failure of the Borrower to satisfy a continued listing rule

with respect to its Equity Interests 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 shall not be deemed to be more restrictive for

purposes of this definition) and (ii) other 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 in good faith by the Borrower, and

(c)is not secured by any assets of any Person.  For the avoidance of

doubt, (a) Unsecured Longer-Term Indebtedness shall also include any refinancing,

refunding, renewal or extension of any Unsecured Longer-Term Indebtedness so long as

such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the

requirements of clause (B) of this definition and (b) any payment on account of

Unsecured Longer-Term Indebtedness shall be subject to Section 6.12.

Notwithstanding the foregoing, each of the Specified Notes shall continue to be

deemed Unsecured Longer-Term Indebtedness in all respects despite the fact that the maturity

date of the Specified Notes is prior to the date that is six months after the maturity date, so long

as each of the Specified Notes continues to comply with all other requirements of this definition,

until the date that is nine months prior to the scheduled maturity of any Specified Notes;

provided that, from and after the date that is nine months prior to the scheduled maturity of any

Specified Notes, such Specified Notes shall be reclassified as Unsecured Shorter-Term

Indebtedness; provided, further that such reclassification shall not be considered an “incurrence”

for purposes of clauses (w) through (z) of Section 6.01(b).

“Unsecured Shorter-Term Indebtedness” means, collectively, (a) any

Indebtedness of the Borrower or any Subsidiary (other than a Financing Subsidiary) that is not

secured by any assets of any Person and that does not constitute Unsecured Longer-Term

Indebtedness (including any Specified Notes from and after the date that is nine months prior to

the scheduled maturity of such Specified Notes) and (b) any Indebtedness of the Borrower or any

Subsidiary (other than a Financing Subsidiary) that is designated as “Unsecured Shorter-Term

Indebtedness” pursuant to Section 6.11.  For the avoidance of doubt, Unsecured Shorter-Term

Indebtedness shall also include any refinancing, refunding, renewal or extension of any

Unsecured Shorter-Term Indebtedness so long as such refinanced, refunded, renewed or

extended Indebtedness continues to satisfy the requirements of this definition.

“USA PATRIOT Act” has the meaning assigned to such term in Section 3.21.

“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.

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“U.S. Government Securities Business Day” means any day except for (i) a

Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets

Association recommends that the fixed income departments of its members be closed for the

entire day for the purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in

Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning assigned to such term in

Section 9.18.

“Valuation Policy” means the Borrower’s valuation policy as in existence on the

Amendment No. 1 Effective Date and delivered to the Administrative Agent prior to the

Amendment No. 1 Effective Date, as may be amended or modified from time to time in a manner

consistent with standard industry practice by a Permitted Policy Amendment.

“Valuation Testing Date” has the meaning assigned to such term in Section

5.12(b)(iii)(A).

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

“wholly owned Subsidiary” of any person shall mean a Subsidiary of such person,

all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other

similar shares required pursuant to applicable law) are owned by such person and/or one or more

wholly owned Subsidiaries of such person.  Unless the context otherwise requires, “wholly

owned Subsidiary Guarantor” shall mean a wholly owned Subsidiary that is a Subsidiary

Guarantor.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a

“complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as defined in

Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means any Obligor and the Administrative Agent.

“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 contact 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 has been exercised

under it 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.

54

SECTION 1.02Classification of Loans and Borrowings.  For purposes of this

Agreement, Loans may be classified and referred to by Class (e.g., a “Dollar Loan” or a

“Multicurrency Loan”), by Type (e.g., an “ABR Loan”, an “RFR Loan”, a “Term SOFR Loan”

or a “Eurocurrency Loan”) or by Class and Type (e.g., a “Multicurrency Eurocurrency Loan”).

Borrowings also may be classified and referred to by Class (e.g., a “Dollar Borrowing” or a

“Multicurrency Borrowing”), by Type (e.g., an “ABR Borrowing”, an “RFR Borrowing”, a

“Term SOFR Borrowing” or a “Eurocurrency Borrowing”) or by Class and Type (e.g., a

“Multicurrency Eurocurrency Borrowing”).  Loans and Borrowings may also be identified by

Currency.

SECTION 1.03Terms 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 or otherwise modified (subject to any restrictions on such amendments,

supplements 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), (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 “obligations” owed by any Person under any Hedging Agreement shall refer to

the amount that would be required to be paid by such Person if such Hedging Agreement were

terminated at such time (after giving effect to any netting agreement).

SECTION 1.04Accounting 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 or interpretation 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, Administrative Agent and the

Lenders agree to enter into negotiations in good faith in order to amend such provisions of the

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,

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Administrative Agent and the Required Lenders, 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 825, all determinations relating to fair value accounting for liabilities or compliance

with the terms and conditions of this Agreement shall be made on the basis that the Borrower has

not adopted Accounting Standard Codification 825. In addition, notwithstanding Accounting

Standards Update 2015-03, GAAP or any other matter, for purposes of calculating any financial

or other covenants hereunder, debt issuance costs shall not be deducted from the related debt

obligation.  Notwithstanding any other provision contained herein, the definitions set forth in the

Loan Document and any financial calculations required by the Loan Documents shall be

computed to exclude any effects on lease accounting as a result of ASU No. 2016-02 Leases

(Topic 842) (or any other Financial Accounting Standard having a similar result or effect),

regardless of the date enacted, adopted or issued and regardless of any delayed implementation

thereof, and all determinations of Capital Lease Obligations shall be made consistently therewith

(i.e., ignoring any such changes in GAAP pursuant to ASU No. 2016-02 Leases (Topic 842) (or

any other Financial Accounting Standard having a similar result or effect).

SECTION 1.05Currencies; 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 2.09(b) and the last sentence of Section 2.16(a), for purposes of determining (i) whether

the amount of any Multicurrency Borrowing or Letter of Credit then outstanding or to be

borrowed at the same time as such Borrowing would exceed the aggregate amount of

Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency

Commitments, (iii) the Multicurrency Credit Exposure, (iv) the 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 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 Portfolio Investment, as the case may be, determined as of

the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence

of the definition of the term “Interest Period”) or the date of valuation of such Portfolio

Investment, as the case may be; provided that in connection with the delivery of any Borrowing

Base Certificate pursuant to Section 5.01(d) or (e), such amounts shall be determined as of the

date of delivery of such Borrowing Base Certificate.  Wherever in this Agreement in connection

with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is

expressed in Dollars, but such Borrowing or Loan 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).  Without limiting the generality of the

foregoing, for purposes of determining compliance with any basket in this Agreement, in no

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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 Euros or such National Currency, such party shall be entitled to pay or repay such

amount either in Euros 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 liabilities of the Borrower to the Lenders and the Lenders

to the Borrower under or pursuant to this Agreement, each provision of this Agreement 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.

(c)Exchange Rates; Currency Equivalents.  The Administrative Agent or the

Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be

used for calculating Dollar Equivalent amounts of Loans, Letters of Credit and Credit Exposure

denominated in Agreed Foreign Currencies. Such Spot Rates shall become effective as of such

Revaluation Date and shall be the Spot Rates 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 calculating financial covenants hereunder 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 or the Issuing Bank, as applicable.  Wherever in this Agreement in

connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan,

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,

Eurocurrency Loan, RFR Loan or Letter of Credit is denominated in an Agreed Foreign

Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount

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(rounded to the nearest unit of such Agreed Foreign Currency, with 0.5 of a unit being rounded

upward).

SECTION 1.06Outstanding Indebtedness. For the avoidance of doubt, to the

extent that any Indebtedness is repaid, redeemed, repurchased, defeased or otherwise retired or

discharged, 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 1.07Rates; Screen Rate Notification.  The Administrative Agent

will promptly notify the Borrower, pursuant to Section 2.12(d), of any change to the reference

rate upon which the interest rate on a Eurocurrency Loan, Term SOFR Loan or RFR Loan is

based.  However, the Administrative Agent does not warrant or accept any responsibility for, and

shall not have any liability with respect to, the administration, submission or any other matter

related to the rates in the definition of “Term SOFR”, “Term CORRA”, “Eurocurrency Rate” or,

“Daily Simple RFR”, “Daily Compounded CORRA” or with respect to any alternative or

successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such

alternative, successor or replacement rate implemented pursuant to Section 2.12(d), whether

upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the

implementation of any Benchmark Replacement Conforming Changes pursuant to Section

2.12(d), including without limitation, whether the composition or characteristics of any such

alternative, successor or replacement reference rate will be similar to, or produce the same value

or economic equivalence of, the Benchmark being replaced or have the same volume or liquidity

as did the Benchmark being replaced prior to its discontinuance or unavailability.

ARTICLE II.

THE CREDITS

SECTION 2.01The Commitments.

(a)Subject to the terms and conditions set forth herein, each Dollar Lender

severally agrees to make Dollar Loans to the Borrower from time to time during the Availability

Period in an aggregate principal amount that will not result in (a) such Lender’s Dollar Credit

Exposure exceeding such Lender’s Dollar Commitment, (b) the aggregate Dollar Credit

Exposure of all of the Lenders exceeding the aggregate Dollar Commitments or (c) a Borrowing

Base Deficiency.

(b)Subject to the terms and conditions set forth herein, each Multicurrency

Lender severally agrees to make Multicurrency Loans to the Borrower from time to time during

the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s

Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (b) the

aggregate Multicurrency Credit Exposure of all of the Lenders exceeding the aggregate

Multicurrency Commitments or (c) a Borrowing Base Deficiency.

(c)Within the foregoing limits and subject to the terms and conditions set

forth herein, the Borrower may borrow, prepay and reborrow Loans.

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SECTION 2.02Loans 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 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 2.12, each Borrowing of a Class shall

be constituted entirely of ABR Loans, of Term SOFR Loans, of RFR Loans or of Eurocurrency

Loans of such Class denominated in a single Currency as the Borrower may request in

accordance herewith.  Each Borrowing denominated in Dollars (including any Pro-Rata

Borrowing) shall be constituted entirely of ABR Loans or Term SOFR Loans.  Each Borrowing

denominated in an Agreed Foreign Currency (other than Pounds Sterling or, Swiss Francs or,

following a Benchmark Transition Event with respect to Term CORRA, Canadian Dollars) shall

be constituted entirely of Eurocurrency Loans.  Each Borrowing denominated in Pounds Sterling

or, Swiss Francs or, following a Benchmark Transition Event with respect to Term CORRA,

Canadian Dollars, shall be constituted entirely of RFR Loans.  Each Lender at its option may

make any 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 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 Section 2.14 shall apply).

(c)Minimum Amounts.  Each Borrowing (whether Eurocurrency, Term

SOFR, RFR or ABR) shall be in an aggregate amount of $1,000,000 or a whole multiple of

$100,000 in excess thereof or, with respect to any Agreed Foreign Currency, such smaller

minimum amount as may be agreed to by the Administrative Agent; provided that a Borrowing

of a Class may be in an aggregate 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 as contemplated by Section 2.04(f).  Borrowings of more than one Class, Currency

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 Eurocurrency Borrowing or Term SOFR Borrowing) any Eurocurrency Borrowing or Term

SOFR Borrowing if the Interest Period requested therefor would end after the Maturity Date.

SECTION 2.03Requests for Borrowings.

(a)Notice by the Borrower.  To request a Borrowing, the Borrower shall

notify the Administrative Agent of such request by delivery of a signed Borrowing Request or by

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telephone or e-mail (in each case, followed promptly by delivery of a signed Borrowing Request)

(i) in the case of a Term SOFR Borrowing, not later than noon, New York City time, three (3)

U.S. Government Securities Business Days before the date of the proposed Borrowing, (ii) in the

case of (x) an ABR Borrowing not in excess of $50,000,000, not later than 10:00 a.m., New

York City time, on the date of the proposed Borrowing and (y) any other ABR Borrowing, not

later than 12:00 p.m., New York City time, one Business Day before the date of the proposed

Borrowing, (iii) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., New York

City time, four Business Days before 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, five (5) Business Days before

the date of the proposed Borrowing.  Each such request for a Borrowing shall be irrevocable and

shall be confirmed promptly by hand delivery or by email 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 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 principal amount equal to the Pro-Rata Multicurrency Portion (any such

Borrowing, a “Pro-Rata Borrowing”).  Except as set forth in this Agreement, a Pro-Rata

Borrowing shall be treated as being comprised of two separate Borrowings, a Dollar Borrowing

under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency

Commitments.

(b)Content of Borrowing Requests.  Each request for a Borrowing (whether a

written Borrowing Request, a telephonic request or e-mail 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 is a Pro-Rata Borrowing;

(ii)if such Borrowing is a Pro-Rata Borrowing, the Pro-Rata Dollar Portion

and the Pro-Rata Multicurrency Portion;

(iii)the aggregate amount and Currency of such Borrowing;

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

(v)in the case of a Borrowing denominated in Dollars, whether such

Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing;

(vi)in the case of a Eurocurrency Borrowing or a Term SOFR 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, which shall comply

with the requirements of Section 2.05.

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(c)Notice by the Administrative Agent to the Lenders.  Promptly following

receipt of a Borrowing Request in accordance with this Section, 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 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 Borrowing is specified in a

Borrowing Request, then the requested Borrowing shall be denominated in Dollars. If no election

as to the Type of a Borrowing is specified in a Borrowing Request, then the requested Borrowing

shall be a Term SOFR Borrowing having an Interest Period of one month’s duration and if an

Agreed Foreign Currency has been specified, the requested Borrowing shall be a Eurocurrency

Borrowing denominated in such Agreed Foreign Currency having an interest period of one

month’s duration; provided, however, if the specified Agreed Foreign Currency is Pounds

Sterling or, Swiss Francs or, following a Benchmark Transition Event with respect to Term

CORRA, Canadian Dollars, the requested Borrowings shall be an RFR Borrowing denominated

in Pounds Sterling or, Swiss Francs or Canadian Dollars, as applicable.  If a Term SOFR

Borrowing or Eurocurrency Borrowing is requested but no Interest Period is specified, the

Borrower shall be deemed to have selected an Interest Period of one month’s duration.

SECTION 2.04Letters 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 the Issuing Bank to issue,

and the Issuing Bank agrees to issue, at any time and from time to time during the Availability

Period and under the Multicurrency Commitments, Letters of Credit denominated in Dollars or

in any Agreed Foreign Currency for its own account or for the account of its designee (provided

the Obligors shall remain primarily liable to the Lenders hereunder for payment and

reimbursement of all amounts payable in respect of such Letter of Credit hereunder) for the

purposes set forth in Section 5.09 in such form as is acceptable to the Issuing Bank 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 up to the aggregate amount then available to be drawn thereunder.

(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 arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and

the Administrative Agent (reasonably 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), the amount of such

Letter of Credit, stating that such Letter of Credit is to be issued under the Multicurrency

Commitments, 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 all Multicurrency Lenders following the issuance of any Letter of

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Credit.  If requested by the Issuing Bank, the Borrower also shall submit a letter of credit

application on the 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, the 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 of the Issuing Bank

(determined for these purposes without giving effect to the participations therein of the Lenders

pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total

Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and

(iii) 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 months after the date of the issuance of such Letter of Credit (or,

in the case of any renewal or extension thereof, twelve months after the then-current expiration

date of such Letter of Credit, so long as such renewal or extension occurs within three months of

such then-current expiration date); provided that any Letter of Credit with a one-year term may

provide (pursuant to customary “evergreen” provisions) for the renewal thereof for additional

one-year periods; provided, further, that (x) in no event shall any Letter of Credit have an

expiration date that is later than the Revolver Termination Date unless the Borrower (1) Cash

Collateralizes such Letter of Credit on or prior to the date that is two (2) Business Days prior to

the Revolver Termination Date (by reference to the undrawn face amount of such Letter of

Credit) that will remain outstanding as of the close of business on the Revolver Termination Date

and (2) pays in full, on or prior to the Revolver 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 expiration 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 the Issuing Bank, and without any further

action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each

Multicurrency Lender, and each Multicurrency Lender hereby acquires from the Issuing Bank, a

participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the

aggregate amount available to be drawn under such Letter of Credit.  Each Multicurrency 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

Commitments, provided that no Multicurrency Lender shall be required to purchase a

participation in a Letter of Credit pursuant to this Section 2.04(e) if (x) the conditions set forth in

Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit

was issued and (y) the Required Multicurrency Lenders shall have so notified the Issuing Bank in

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writing and shall not have subsequently determined that the circumstances giving rise to such

conditions not being satisfied no longer exist.

In consideration and in furtherance of the foregoing, each Multicurrency Lender

hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of

the Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement

made by the Issuing Bank in respect of Letters of Credit promptly upon the request of the Issuing

Bank 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 2.05 with respect to Loans made by such Lender (and

Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Multicurrency

Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so

received by it from the Multicurrency Lenders.  Promptly following receipt by the

Administrative Agent of any payment from the Borrower pursuant to paragraph (f), the

Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the

Multicurrency Lenders have made payments pursuant to this paragraph to reimburse the Issuing

Bank, then to such Lenders and the Issuing Bank as their interests may appear.  Any payment

made by a Multicurrency Lender pursuant to this paragraph to reimburse the 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.

(f)Reimbursement.  If the Issuing Bank shall make any LC Disbursement in

respect of a Letter of Credit, the Borrower shall reimburse the Issuing Bank in respect of such

LC Disbursement by paying to the Administrative Agent an amount equal to such LC

Disbursement not later than 12:00 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 $1,000,000, the Borrower may, subject to the conditions to

borrowing set forth herein, request in accordance with Section 2.03 that such payment be

financed with a Term SOFR Borrowing or a Eurocurrency Borrowing having an Interest Period

of one month’s duration or an RFR Borrowing 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 Term SOFR Borrowing or Eurocurrency Borrowing having an Interest Period of

one month’s duration or an RFR Borrowing, as applicable.

If the Borrower fails to make such payment when due, the Administrative Agent

shall notify each applicable Lender of the applicable LC Disbursement, the payment then due

from the Borrower in respect thereof and such Lender’s Applicable Multicurrency Percentage

thereof.

(g)Obligations Absolute.  The Borrower’s obligation to reimburse LC

Disbursements as provided in paragraph (f) of this Section 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

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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 the 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, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

None of the Administrative Agent, the Lenders, the Issuing Bank, 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 Bank 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 Bank;

provided that the foregoing shall not be construed to excuse the 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 the Issuing Bank’s gross negligence or willful

misconduct when determining whether drafts and other documents presented under a Letter of

Credit comply with the terms thereof.  The parties hereto expressly agree that:

(i)the Issuing Bank 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 Bank shall have the right, in its 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 Bank 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.  The 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.  The Issuing Bank shall promptly after such examination notify

the Administrative Agent and the Borrower by telephone (confirmed by telecopy or by email) of

such demand for payment and whether the Issuing Bank has made or will make an LC

Disbursement thereunder; provided that any failure to give or delay in giving such notice shall

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not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with

respect to any such LC Disbursement.

(i)Interim Interest.  If the 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 Term SOFR Loans

having an Interest Period of one month’s duration (or, if such LC Disbursement is denominated

in an Agreed Foreign Currency (other than Pounds Sterling or, Swiss Francs or, following a

Benchmark Transition Event with respect to Term CORRA, Canadian Dollars), the rate per

annum then applicable to a Eurocurrency Loan having an Interest Period of one month’s duration

for the applicable Currency or, if such LC Disbursement is denominated in Pounds Sterling or,

Swiss Francs or, following a Benchmark Transition Event with respect to Term CORRA,

Canadian Dollars, the rate per annum then applicable to RFR Loans for the applicable Currency);

provided that, if the Borrower fails to reimburse such LC Disbursement within two Business

Days following the date when due pursuant to paragraph (f) of this Section, then the provisions

of Section 2.11(d) shall apply.  Interest accrued pursuant to this paragraph shall be for account of

the Issuing Bank, except that interest accrued on and after the date of payment by any Lender

pursuant to paragraph (f) of this Section to reimburse the Issuing Bank shall be for account of

such Lender to the extent of such payment.

(j)Replacement of the Issuing Bank.  The 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.  The Administrative Agent shall notify the Lenders

of any such replacement of the Issuing Bank.  In addition to the foregoing, if a Lender becomes,

and during the period in which it remains, a Defaulting Lender, and any Default has arisen from

a failure of the Borrower to comply with Section 2.17(c), then the Issuing Bank may, upon prior

written notice to the Borrower and the Administrative Agent, resign as Issuing Bank, effective at

the close of business New York City time on a date specified in such notice (which date may not

be less than five (5) Business Days after the date of such notice).  On or after the effective date of

any such resignation, the Borrower and the Administrative Agent may, by written agreement,

appoint a successor Issuing Bank.  The Administrative Agent shall notify the Lenders of any

such replacement of the Issuing Bank.  At the time any such replacement under any of the

foregoing circumstances shall become effective, the Borrower shall pay all unpaid fees accrued

for account of the replaced Issuing Bank pursuant to Section 2.10(b).  From and after the

effective date of any such replacement, (i) 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” shall be

deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all

previous Issuing Banks, as the context shall require.  After the replacement of the Issuing Bank

hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all

the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of

Credit issued by it prior to such replacement, but shall not be required to issue additional Letters

of Credit.

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(k)Cash Collateralization.  If the Borrower shall be required or shall elect, as

the case may be, to provide cover for LC Exposure pursuant to Section 2.04(d), Section 2.09(b),

Section 2.17(c)(ii) or the last paragraph of Article VII, the Borrower shall immediately Cash

Collateralize such LC Exposure.  Such Cash Collateral shall be held by the Administrative Agent

in the first instance as collateral for LC Exposure under this Agreement and thereafter for the

payment of the “Secured Obligations” as defined in the Guarantee and Security Agreement, and

for these purposes the Borrower hereby grants a security interest to the Administrative Agent for

the benefit of the Issuing Bank and 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.

SECTION 2.05Funding of Borrowings.

(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

1:00 p.m., New York City time, to the account of the Administrative Agent most recently

designated by it for such purpose by notice to the Lenders.  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 2.04(f) shall be remitted by the Administrative Agent to the 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 and, in reliance upon such

assumption, the Administrative Agent may (in its sole discretion and without any obligation to

do so) 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 and (ii) in the case of the Borrower, (x) with respect to

Eurocurrency Borrowings, the interest rate applicable to Eurocurrency Loans denominated in

such Currency having an Interest Period of one month’s duration, (y) with respect to Term SOFR

Borrowings, the interest rate applicable to Term SOFR Loans having an Interest Period of one

month’s duration and (z) with respect to Borrowings denominated in Pounds Sterling or, Swiss

Francs or, following a Benchmark Transition Event with respect to Term CORRA, Canadian

Dollars, the interest rate applicable to RFR Loans denominated in such Currency, as applicable.

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 2.06Interest Elections.

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(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 SOFR Borrowing or a Eurocurrency Borrowing,

shall have the Interest Period specified in such Borrowing Request.  Thereafter, subject to

Section 2.06(e), 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

SOFR Borrowing or a Eurocurrency Borrowing, may elect the Interest Period therefor, all as

provided in this Section; 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 into, a Borrowing in a different Currency, (iii)

no Eurocurrency Borrowing denominated in a Foreign Currency may be continued if, after

giving effect thereto, the aggregate Multicurrency Credit Exposures would exceed the aggregate

Multicurrency Commitments and (iv) a Eurocurrency Borrowing denominated in a Foreign

Currency may not be converted into a Borrowing of a different Type.  The Borrower may elect

different options with respect to different portions of the 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.

(b)Notice of Elections.  To make an election pursuant to this Section, the

Borrower shall notify the Administrative Agent of such election by delivery of a signed Interest

Election Request in a form approved by the Administrative Agent or by telephone (followed

promptly, but no later than the close of business on the date of such request, by a signed Interest

Election Request in a form approved by the Administrative Agent) 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 Interest Election Request shall be irrevocable.

(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)in the case of a Borrowing denominated in Dollars, whether the resulting

Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing; and

(iv)if the resulting Borrowing is a Term SOFR Borrowing or a Eurocurrency

Borrowing, the Interest Period therefor after giving effect to such election, which shall be

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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 SOFR Borrowing or a

Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such

Borrowing is repaid as provided herein, the Borrower shall be deemed to have selected an

Interest Period of one 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 long as such Event of Default is

continuing, (i) any outstanding Term SOFR Borrowing shall, at the end of the applicable Interest

Period for such Term SOFR Borrowing be converted to an ABR Borrowing and (ii) no

outstanding Eurocurrency Borrowing may have an Interest Period of more than one month’s

duration.

SECTION 2.07Termination, Reduction or Increase of the Commitments.

(a)Scheduled Termination.  Unless previously terminated in accordance with

the terms of this Agreement, on the Revolver Termination Date the Commitments shall

automatically be reduced to an amount equal to the aggregate principal amount of the Loans and

LC Exposure of all Lenders outstanding on the Revolver Termination Date and thereafter to an

amount equal to the aggregate principal amount of the Loans and LC Exposure outstanding after

giving effect to each payment of principal and each expiration or termination of a Letter of

Credit hereunder; provided that, for clarity, except as expressly provided for herein (including,

without limitation, Section 2.04(e)), no Lender shall have any obligation to make new Loans or

to issue, amend or renew an existing Letter of Credit on or after the Revolver Termination Date,

and Loans outstanding on the Revolver Termination Date shall be due and payable on the

Maturity Date in accordance with Section 2.08.

(b)Voluntary Termination or Reduction.  The Borrower may at any time

terminate, or from time to time reduce, the Commitments ratably among each Class; provided

that (i) each reduction of the Commitments pursuant to this Section 2.07(b) shall be in a

minimum amount of at least $1,000,000 (or an amount less than $1,000,000 if the Commitments

are being reduced to zero) and (ii) the Borrower shall not terminate or reduce the Commitments

if, after giving effect to any concurrent prepayment of the Loans of any Class in accordance with

Section 2.09, the total Credit Exposures of such Class would exceed the total Commitments of

such Class.

(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 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

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the contents thereof.  Each notice delivered by the Borrower pursuant to this Section shall be

irrevocable; provided that a notice of termination 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 shall be permanent.  Each reduction of the Commitments of a Class shall be made

ratably among the Lenders in accordance with their respective Commitments of such Class.

(e)Increase of the Commitments.

(i)Requests for Increase by Borrower.  The Borrower shall have the right, at

any time after the Effective Date but prior to the Revolver 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 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 date

shall be a Business Day at least three 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 Revolver Termination Date; provided that, subject to the

foregoing, each Commitment Increase shall become effective only upon satisfaction of

the following conditions:

(A)the minimum amount of the Commitment of any Assuming

Lender, and the minimum amount of the increase of the Commitment of any

Increasing Lender, as part of such Commitment Increase shall be $5,000,000 or a

larger multiple of $1,000,000 in excess thereof (or, in each case, in such other

amounts as agreed by the Administrative Agent);

(B)immediately after giving effect to such Commitment Increase, the

total Commitments of all of the Lenders hereunder shall not exceed

$1,500,000,000;

(C)each Assuming Lender and the Commitment Increase shall be

consented to by the Administrative Agent and the Issuing Bank (which consent

shall not be unreasonably withheld or delayed);

(D)no Default or Event of Default shall have occurred and be

continuing on such Commitment Increase Date or shall result from the proposed

Commitment Increase; and

(E)the representations and warranties contained in this Agreement and

the other Loan Documents shall be true and correct in all material respects (other

than any representation or warranty already qualified by materiality or Material

Adverse Effect, which shall be true and correct in all respects) on and as of the

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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).

For the avoidance of doubt, no Lender shall be obligated to agree to an increased

Commitment requested by the Borrower pursuant to this Section 2.07(e).

(ii)Effectiveness of Commitment Increase by Borrower.  On the Commitment

Increase Date for any Commitment Increase, each Assuming Lender, if any, providing a

Commitment as part of such Commitment Increase shall become a Lender hereunder as

of such Commitment Increase Date with a Commitment in the amount set forth in the

agreement referred to in Section 2.07(e)(ii)(y) and the Commitment of each Increasing

Lender, if any, increasing its Commitment as part of such Commitment Increase shall be

increased as of such Commitment Increase Date to the amount set forth in the agreement

referred to in Section 2.07(e)(ii)(y); provided that:

(x)the Administrative Agent shall have received on or prior to 12:00

p.m., New York City time, on such Commitment Increase Date 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

(y)each Assuming Lender and/or Increasing Lender providing or

increasing a Commitment, respectively, as part of such Commitment Increase

shall have delivered to the Administrative Agent, on or prior to 12:00 p.m.,

New York City time on such Commitment Increase Date, an agreement, duly

executed by each such Assuming Lender and/or Increasing Lender, as applicable,

and the Borrower, in form and substance reasonably satisfactory to the

Administrative Agent and acknowledged by the Administrative Agent, pursuant

to which each such Assuming Lender and/or Increasing Lender shall, effective as

of such Commitment Increase Date, provide or increase its Commitment of the

applicable Class, respectively.

Promptly following satisfaction of such conditions, the Administrative Agent shall notify

the Lenders (including any Assuming Lenders) thereof and of the occurrence of the

Commitment Increase Date by facsimile transmission or electronic messaging system.

(iii)Recordation into Register.  Upon its receipt of an agreement referred to in

clause (ii)(y) above executed by each Assuming Lender and/or each Increasing Lender

providing or increasing a Commitment, respectively, as part of such Commitment

Increase, together with the certificate referred to in clause (ii)(x) above, the

Administrative Agent shall, if such agreement referred to in clause (ii)(y) 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.  On each

Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans of the

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affected Class (if any) in full, (B) simultaneously borrow new Loans of such Class

hereunder in an amount equal to such prepayment; provided that with respect to

subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender

shall be effected by book entry to the extent that any portion of the amount prepaid to

such Lender will be subsequently borrowed from such Lender and (y) the existing

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 Loans are held ratably by the Lenders of such Class in

accordance with the respective Commitments of such Class of such Lenders (after giving

effect to such Commitment Increase) and (C) pay to the Lenders of such Class the

amounts, if any, payable under Section 2.14 as a result of any such prepayment.

Notwithstanding the foregoing, unless otherwise consented in writing by the Borrower,

no Commitment Increase Date shall occur on any day other than the last day of an

Interest Period.  Concurrently therewith, the Lenders with Multicurrency Commitments

shall be deemed to have adjusted their participation interests in any outstanding Letters of

Credit so that such interests are held ratably in accordance with their Multicurrency

Commitments as so increased.  The Administrative Agent shall amend Schedule 1.01(b)

to reflect the aggregate amount of each Lender’s Commitments (including Increasing

Lenders and Assuming Lenders). Each reference to Schedule 1.01(b) in this Agreement

shall be to Schedule 1.01(b) as amended pursuant to this Section.

(v)Terms of Loans issued on the Commitment Increase Date.  For the

avoidance of doubt, 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, shall be identical to terms and provisions of the Loans issued by, and

the Commitments of, the Lenders immediately prior to the applicable Commitment

Increase Date.

SECTION 2.08Repayment of Loans; Evidence of Debt.

(a)Repayment.  Subject to, and in accordance with, the terms of this

Agreement, the Borrower hereby unconditionally promises to pay to the Administrative Agent

for account of the Lenders the outstanding principal amount of each Class of Loans and all other

amounts due and owing hereunder and under the other Loan Documents on the Maturity Date.

(b)Manner of Payment.  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 e-mail) of such

selection not later than the time set forth in Section 2.09(e) prior to the scheduled date of such

repayment.  Subject to Section 2.09 and to the proviso to Section 2.16(c), if the repayment or

prepayment is denominated in Dollars and the Class to be repaid or prepaid is specified (or if no

Class is specified and there is only one Class of Loans with Borrowings in Dollars outstanding),

such repayment or prepayment shall be applied ratably between or among, as applicable, the

Loans of such Class (based on the outstanding principal amount of such Loans), in each case first

to repay or prepay any outstanding ABR Borrowings of such Loans and second to repay or

prepay the remaining Borrowings denominated in Dollars of such Loans, if applicable, in the

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order of the remaining duration of their respective Interest Period (the Borrowing with the

shortest remaining Interest period to be repaid or prepaid first).  Subject to Section 2.09 and to

the proviso to Section 2.16(c), if the repayment or prepayment is denominated in Dollars and the

Class to be repaid or prepaid is not specified, such repayment or prepayment shall be applied (i)

ratably between or among, as applicable, the Dollar denominated Loans of the Multicurrency

Lenders (based on the then outstanding principal amounts of such Dollar denominated Loans), in

each case (x) first to repay or prepay any outstanding ABR Borrowings of the Multicurrency

Lenders, and (y) then second to repay or prepay the remaining Borrowings denominated in

Dollars of the Multicurrency Lenders, if applicable, in the order in the order of the remaining

duration of their respective Interest Periods (the Borrowings with the shortest remaining Interest

Periods to be repaid first), and (ii) once the outstanding principal amount of all Dollar

denominated Loans of the Multicurrency Lenders is paid in full, ratably between or among, as

applicable, the Loans of the Dollar Lenders (based on the then outstanding principal amount of

such Loans), in each case (x) first to repay or prepay any outstanding ABR Borrowings of the

Dollar Lenders and (y) then second to repay or prepay the remaining Borrowings of the Dollar

Lenders, if applicable, in order of the remaining duration of their respective Interest Periods (the

Borrowings with the shortest remaining Interest Period to be repaid first).  Subject to Section

2.09 and to the proviso Section 2.16(c), if the repayment or prepayment is denominated in a

particular Agreed Foreign Currency, such repayment or prepayment shall be applied ratably

between or among, as applicable, any remaining Borrowings denominated in such Agreed

Foreign Currency (based on the then outstanding principal amount of such Loans), in each case

in the order of the remaining duration of their respective Interest Periods (the Borrowing with the

shortest remaining Interest Period to be repaid first).  Each payment specified as a payment on

account of the Pro-Rata Borrowings shall be applied ratably between the Dollar Loans and the

Multicurrency Loans (based on the then outstanding principal amount of such Loans), in each

case, if applicable, in the order of the remaining duration of their respective Interest Periods (the

Borrowing with the shortest remaining Interest Period to be repaid first).  Each payment of a

Borrowing of a Class shall be applied ratably to the Loans of such Class included in such

Borrowing.

(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 of each Loan made

hereunder, the Type thereof and, if applicable, each Interest Period therefor, (ii) the amount of

any principal or interest due and payable or to become due and payable from the Borrower to

each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent

hereunder for account of the Lenders with respect to each Loan 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 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

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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 of the Administrative Agent in respect of such matters, the

accounts and records of the Administrative Agent 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.  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) and in a form attached hereto as Exhibit C.

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 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 2.09Prepayment of Loans.

(a)Optional Prepayments.  The Borrower shall have the right at any time and

from time to time (but subject to Section 2.09(e)) to prepay any Borrowing in whole or in part,

without premium or fee (but subject to Section 2.14), subject to the requirements of this Section.

Each prepayment in part under this Section 2.09(a) shall be in a minimum amount of $5,000,000

or a larger multiple of $1,000,000 (or such lesser amount as is then outstanding).

(b)Mandatory Prepayments due to Changes in Exchange Rates.

(i)Determination of Amount Outstanding.  On each Quarterly Date and, in

addition, promptly upon the receipt by the Administrative Agent of a Currency Valuation

Notice (as defined below), the Administrative Agent shall determine the aggregate

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 Quarterly Date or, in the

case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00

a.m., New York City time, on a Business Day, on such Business Day or, in the case of a

Currency Valuation Notice otherwise received, on the first Business Day after such

Currency Valuation Notice is received.  Upon making such determination, the

Administrative Agent shall promptly notify the Multicurrency Lenders and the applicable

Borrower thereof.

(ii)Prepayment.  If, on the date of such determination, the aggregate

Multicurrency Credit Exposure minus the Cash Collateralized LC Exposure

exceeds 105% of the aggregate amount of the Multicurrency Commitments then in effect,

the Borrower shall prepay the Multicurrency Loans (and/or Cash Collateralize LC

Exposure as contemplated by Section 2.04(k)) within 15 Business Days following such

date of determination in such aggregate amounts as shall be necessary so that after giving

effect thereto the aggregate Multicurrency Credit Exposure does not exceed the

Multicurrency Commitments.

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For purposes hereof, “Currency Valuation Notice” means a notice given by the Required

Multicurrency Lenders to the Administrative Agent stating that such notice is a “Currency

Valuation Notice” and requesting that the Administrative Agent determine the aggregate

Multicurrency Credit Exposure. The Administrative Agent shall not be required to make more

than one valuation determination pursuant to Currency Valuation Notices within any rolling

three month period.

Any prepayment made pursuant to this paragraph shall be applied first, to the Multicurrency

Loans outstanding and second, as cover for LC Exposure.

(c)Mandatory Prepayments due to Borrowing Base Deficiency.  In the event

that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments

and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency

Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)),

the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by

Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the

amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in

the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the

total Multicurrency Commitments.  In the event that at any time any Borrowing Base Deficiency

shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either

prepay (x) the Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section

2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other

Covered Indebtedness in such amounts as shall be necessary so that such Borrowing Base

Deficiency is promptly cured; provided, that as among the Loans (and Letters of Credit) on the

one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at

least ratable (based on the outstanding principal amount of such Indebtedness) as to payments of

Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that if within

such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably

feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable

any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of

such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business

Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in

accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the

allocation of such prepayments set forth above in this Section 2.09(b)). Notwithstanding the

foregoing, the Borrower shall pay interest in accordance with Section 2.11(d) for so long as the

Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For

clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-

Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event

of Default under clause (a) of Article VII.

(d)Mandatory Prepayments due to Certain Events Following Availability

Period.  Subject to Section 2.09(e):

(i)Asset Sales.  In the event that any Obligor shall receive any Net Asset Sale

Proceeds at any time after the Availability Period, the Borrower shall, no later than the

third Business Day following the receipt of such Net Asset Sale Proceeds, prepay the

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Loans in an amount equal to such Net Asset Sale Proceeds (and the Commitments shall

be permanently reduced by such amount); provided, that with respect to Asset Sales of

assets that are not Portfolio Investments, the Borrower shall not be required to prepay the

Loans unless and until (and to the extent that) the aggregate Net Asset Sale Proceeds

relating to all such Asset Sales are greater than $2,000,000.

(ii)Returns of Capital.  In the event that any Obligor shall receive any Net

Return of Capital at any time after the Availability Period, the Borrower shall, no later

than the third Business Day following the receipt of such Net Return of Capital, prepay

the Loans in an amount equal to 100% of such Net Return of Capital (and the

Commitments shall be permanently reduced by such amount).

(iii)Equity Issuances.  In the event that the Borrower shall receive any Cash

proceeds from the issuance of Equity Interests of the Borrower at any time after the

Availability Period, the Borrower shall, no later than the third Business Day following the

receipt of such Cash proceeds, prepay the Loans in an amount equal to 75% of such Cash

proceeds, net of underwriting discounts and commissions or other similar payments and

other reasonable costs, fees, premiums and expenses directly associated therewith,

including, without limitation, reasonable legal fees and expenses, (and the Commitments

shall be permanently reduced by such amount).

(iv)Indebtedness.  In the event that any Obligor shall receive any Cash

proceeds from the issuance of Indebtedness (excluding Hedging Agreements permitted

by Section 6.01 and other Indebtedness permitted by Section 6.01(a), (e), (f), (g) and (j))

at any time after the Availability Period, such Obligor shall, no later than the third

Business Day following the receipt of such Cash proceeds, prepay the Loans in an

amount equal to 100% of such Cash proceeds, net of underwriting discounts and

commissions or other similar payments and other reasonable costs, fees, commissions,

premiums and expenses directly associated therewith, including, without limitation,

reasonable legal fees and expenses (and the Commitments shall be permanently reduced

by such amount).

(e)Mandatory Prepayment of Term SOFR and Eurocurrency Loans.  If the

Loans to be prepaid pursuant to Section 2.09(d)(ii) are Term SOFR Loans or Eurocurrency

Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until

the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an

amount equal to an amount required to be prepaid, no later than the third Business Day following

the receipt of such amount, into a segregated collateral account in the name and under the

dominion and control (within the meaning of Section 9-104 of the Uniform Commercial Code)

of the Administrative Agent pending application of such amount to the prepayment of the Loans

(and permanent reduction of the Commitments) on the last day of such Interest Period.

(f)Payments Following Availability Period or During an Event of Default.

Notwithstanding any provision to the contrary in Section 2.08 or this Section 2.09 or otherwise

herein, following the end of the Availability Period (with respect to clauses (i) and (ii)) or

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following the occurrence and during the continuance of an Event of Default (with respect to

clause (iii)):

(i)No optional prepayment of the Loans made of any Class shall be permitted

unless at such time, the Borrower also prepays its Loans of the other Class or, in the case

of a prepayment of Dollar Loans and to the extent no Multicurrency Loans are

outstanding, provides Cash Collateral as contemplated by Section 2.04(k) for the

outstanding Letters of Credit, which prepayment (and Cash Collateral) shall be made on a

pro-rata basis (based on the outstanding principal amounts of such Indebtedness) between

each outstanding Class of Credit Exposure;

(ii)any prepayment of Loans in Dollars required to be made in connection

with any of the events specified in Section 2.09(d) shall be applied ratably between the

Dollar Lenders and the Multicurrency Lenders based on the then outstanding principal

amounts of Loans denominated in Dollars; provided, that, so long as no Event of Default

has occurred and is continuing, each prepayment 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 (it being the understanding that any receipt of proceeds in

an Agreed Foreign Currency shall first be used to make a payment on account of the

Loans denominated in such Agreed Foreign Currency)) shall be applied ratably among

just the Multicurrency Lenders to prepay the Loans denominated in such Agreed Foreign

Currency and, if after such payment, if applicable, or otherwise, the balance of the Loans

denominated in such Agreed Foreign Currency remaining is zero, then, if there are any

remaining proceeds, the Borrower shall prepay (in Dollars) the remaining Loans on a pro

rata basis (based on the aggregate outstanding Dollar Equivalent principal amount of such

Loans) between each outstanding Class of Loans; and

(iii)Notwithstanding any other provision to the contrary in this Agreement, if

an Event of Default has occurred and is continuing, then any payment or repayment of

the Loans shall be made and applied ratably (based on the aggregate Dollar Equivalents

of the outstanding principal amounts of such Loans) between Dollar Loans,

Multicurrency Loans and Letters of Credit.

(g)Notices, Etc.  The Borrower shall notify the Administrative Agent in

writing or by telephone (followed promptly by written confirmation) of any prepayment

hereunder (i) in the case of a prepayment of a Term SOFR Borrowing under Section 2.09(a), not

later than noon, New York City time, three U.S. Government Securities Business Days before

the date of such prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing under

Section 2.09(a), not later than noon, New York City time, three (3) Business Days before the

date of prepayment, (iii) in the case of repayment or prepayment of an RFR Borrowing under

Section 2.09(a), not later than 12:00 p.m., New York City time, five (5) Business Days before the

date of repayment or prepayment, (iv) in the case of prepayment of an ABR Borrowing under

Section 2.09(a), or in the case of any prepayment under Section 2.09(b), (c), or (d), not later than

12:00 p.m., New York City time, on the Business Day of prepayment, or (v) in each case of the

notice periods described in clauses (i), (ii) (iii) and (iv), such lesser period as the Administrative

Agent may reasonably agree with respect to notices given in connection with any of the events

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specified in Section 2.09(d)(ii).  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, (1) if a notice of prepayment is given in connection with a

conditional notice of termination or reduction of the Commitments as contemplated by

Section 2.07(c), then such notice of prepayment may be revoked if such notice of termination or

reduction is revoked in accordance with Section 2.07(c) and (2) any such notices given in

connection with any of the events specified in Section 2.09(d) may be conditioned upon (x) the

consummation of the Asset Sale or the issuance of Equity Interests or Indebtedness (as

applicable) or (y) the receipt of net cash proceeds from Asset Sales or Net Returns of Capital.

Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent

shall advise the Lenders of the contents thereof.  Each prepayment of a Borrowing shall be

applied ratably to the Loans included in the prepaid Borrowing.  In the event the Borrower is

required to make any concurrent prepayments under both paragraph (c) and also another

paragraph of this Section 2.09, any such prepayments shall be applied toward a prepayment

pursuant to paragraph (c) before any prepayment pursuant to any other paragraph of this Section

2.09.  Prepayments shall be accompanied by accrued interest to the extent required by

Section 2.11 and shall be made in the manner specified in Section 2.08(b).

(h)RIC Tax Distributions.  Notwithstanding anything herein to the contrary,

Net Asset Sale Proceeds and Net Return of Capital required to be applied to the prepayment of

the Loans pursuant to Section 2.09(d) shall exclude the amounts estimated in good faith by the

Borrower to be necessary for the Borrower to make distributions on account of such Net Asset

Sale Proceeds and Net Returns of Capital sufficient in amount to achieve the objectives set forth

in (i), (ii) and (iii) of Section 6.05(b)(1) hereof solely to the extent that the Tax Amount in or

with respect to any taxable year (or any calendar year, as relevant) is increased as a result of the

receipt of such Net Asset Sale Proceeds or Net Return of Capital, as the case may be.

SECTION 2.10Fees.

(a)Commitment Fee.  The Borrower agrees to pay to the Administrative

Agent for the account of each Lender a commitment fee, which shall accrue (i) for the period

beginning on the Effective Date to and including the earlier of the date such Lender’s

Commitment terminates and the date that is six months after the Effective Date, at a rate equal to

0.375% per annum on the daily unused portion of the Commitment of such Lender as of the

close of business on such day and (ii) for the period beginning the day after the date that is six

months after the Effective Date to and including the earlier of the date such Lender’s

Commitment terminates and the Revolver Termination Date, at a rate equal to (x) 0.50% per

annum on the daily unused amount of the Dollar Commitments and Multicurrency

Commitments, as applicable, of such Lender as of the close of business on such day if the daily

unused amount of the Dollar Commitments and the Multicurrency Commitments is greater than

sixty six and two-thirds percent (66 and 2/3%) of such Lender’s Dollar Commitment and

Multicurrency Commitment, as applicable and (y) 0.375% per annum on the daily unused

amount of the Dollar Commitments and Multicurrency Commitments, as applicable of such

Lender as of the close of business on such day if the daily unused amount of the Dollar

Commitment and Multicurrency Commitment is equal to or less than sixty six and two-thirds

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percent (66 and 2/3%).  Accrued commitment fees shall be payable in arrears (x) within one

Business Day after each Quarterly Date and (y) on the earlier of the date the Commitments of the

respective Class terminate and the Revolver Termination Date, commencing on the first such

date to occur after the Effective Date.  All commitment fees shall be computed on the basis of a

year of 360 days and shall be payable for the actual number of days elapsed (including the first

day but excluding the last day).  For purposes of computing commitment fees, the Commitments

of any Class of a Lender shall be deemed to be used to the extent of the outstanding Loans of

such Class and LC Exposure of such Class of all Lenders.

(b)Letter of Credit Fees.  The Borrower agrees to pay (i) to the

Administrative Agent for account of each Multicurrency 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 Eurocurrency Loans (or, if such Letter of Credit is

denominated in Pounds Sterling or, Swiss Francs or, following a Benchmark Transition Event

with respect to Term CORRA, Canadian Dollars, RFR Loans) on the average daily 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 Multicurrency Commitment terminates and the date on

which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee,

which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily

amount of the 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 of termination of the Commitments and the date on which there ceases to be any

LC Exposure, as well as the 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 on the third Business Day following such Quarterly Date, commencing on the first such

date to occur after the Effective Date; provided that all such fees with respect to the Letters of

Credit shall be payable on earlier of the Revolver Termination Date and the date on which all

Multicurrency Commitments are otherwise terminated in accordance with the terms hereof (such

earlier date, the “termination date”) and 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 Multicurrency

Lenders agree not later than the date two Business Days after the date on 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 ultimate accrue through the date of such expiration

or termination).  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be

payable within 10 Business Days after demand.  All participation fees and fronting fees shall be

computed on the basis of a year of 360 days and shall be payable for the actual number of days

elapsed (including the first day but excluding the last day).

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(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

separately agreed upon between the Borrower and the Administrative Agent.

(d)Payment of Fees.  All fees payable hereunder shall be paid on the dates

due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing

Bank, in the case of fees payable to it) for distribution, in the case of facility fees and

participation fees, to the Lenders entitled thereto.  Fees paid shall not be refundable under any

circumstances absent manifest error.

SECTION 2.11Interest.

(a)ABR Loans.  The Loans constituting each ABR Borrowing shall bear

interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b)Term SOFR Loans.  The Loans constituting each Term SOFR Borrowing

shall bear interest at a rate per annum equal to Adjusted Term SOFR for the related Interest

Period for such Borrowing plus the Applicable Margin.

(c)Eurocurrency Loans.  The Loans constituting each Eurocurrency

Borrowing shall bear interest at a rate per annum equal to the Adjusted Eurocurrency Rate for the

related Interest Period for such Borrowing plus the Applicable Margin.

(d)RFR Loans.  The Loans constituting each RFR Borrowing shall bear

interest at a rate per annum equal to Adjusted Daily Simple RFR for the applicable Currency plus

the Applicable Margin.

(e)Default Interest.  Notwithstanding the foregoing, (x) automatically, if any

Event of Default described in clause (a), (b), (d) (only with respect to Section 6.07), (h) or (i) of

Article VII has occurred and is continuing, or if the Covered Debt Amount exceeds the

Borrowing Base during the 5-Business Day period (or, if applicable, the 30-Business Day period)

referred to in Section 2.09(c), and (y) upon the demand of the Administrative Agent or the

Required Lenders when any other Event of Default has occurred and is continuing, the interest

rates applicable to the Loans shall accrue, and any fee or other amount due and payable (after

giving effect to any grace or cure period) by the Borrower hereunder shall bear interest, after as

well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan,

2.00% plus the rate otherwise applicable to such Loan as provided above, (ii) in the case of any

other amount, 2.00% plus (x) if such other amount is denominated in Dollars, the rate applicable

to ABR Loans as provided in paragraph (a) of this Section, (y) if such other amount is

denominated in a Foreign Currency (other than Pounds Sterling or, Swiss Francs or, following a

Benchmark Transition Event with respect to Term CORRA, Canadian Dollars), the rate

applicable to the applicable Eurocurrency Loans as provided in paragraph (c) of this Section or

(z) if such other amount is denominated in Pounds Sterling or, Swiss Francs or, following a

Benchmark Transition Event with respect to Term CORRA, Canadian Dollars, the rate

applicable to RFR Loans for the applicable Currency as provided in paragraph (d) of this

Section.

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(f)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

(e) of this Section 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 SOFR Borrowing or

Eurocurrency Borrowing prior to the end of the Interest Period therefor, accrued interest on such

Borrowing shall be payable on the effective date of such conversion.

(g)Computation.  All interest hereunder shall be computed on the basis of a

year of 360 days, except that (A) Eurocurrency Borrowings in Canadian Dollars or AUD shall be

computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for

the actual number of days elapsed (including the first day but excluding the last day), (B) RFR

Borrowings shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and

shall be payable for the actual number of days elapsed (including the first day but excluding the

last day) and (C) ABR Borrowings, at times when the Alternate Base Rate is based on the Prime

Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall

be payable for the actual number of days elapsed (including the first day but excluding the last

day).  The basis on which interest hereunder shall be computed on Eurocurrency Borrowings in

an Agreed Foreign Currency other than Canadian Dollars, Euros, Pounds Sterling, AUD, New

Zealand Dollars, Swiss Francs, Danish Krone, Norwegian Krone and Swedish Krona shall be

agreed by each Multicurrency Lender and the Borrower at the time such Agreed Foreign

Currency is consented to in accordance with the definition of “Agreed Foreign Currency”.  The

applicable Alternate Base Rate, Adjusted Term SOFR Rate, Adjusted Daily Simple RFR or

Adjusted Eurocurrency Rate and each other Benchmark shall be determined by the

Administrative Agent and such determination shall be conclusive absent manifest error.

SECTION 2.12Certain Borrowing Provisions.

(a)If, at any time that the Administrative Agent shall seek to determine the

relevant Screen Rate on (1) the Quotation Day for any Interest Period for a Eurocurrency

Borrowing (other than any Eurocurrency Borrowing denominated in Canadian Dollars), (2) the

RFR Rate Day for an RFR Borrowing or, (3) the Periodic Term SOFR Determination Date for a

Term SOFR Borrowing, or (4) the Periodic Term CORRA Determination Day for a

Eurocurrency Loan denominated in Canadian Dollars, the applicable Screen Rate shall not be

available for such RFR Borrowing or such Interest Period for the applicable Currency with

respect to such Eurocurrency Borrowing or Term SOFR Borrowing, as applicable, for any reason

and the Administrative Agent shall determine that it is not possible to determine the Interpolated

Rate (which conclusion shall be conclusive and binding absent manifest error), (i) if the

Administrative Agent is seeking to determine the relevant Screen Rate in the context of a

Borrowing Request or an Interest Election Request electing the applicable Interest Period (A) if

such Borrowing is in Dollars then either, at the Borrower’s election, (u) the applicable

Borrowing Request or Interest Election Request shall be deemed ineffective or (v) such

Borrowing shall be made as or converted to an ABR Borrowing at the Alternate Base Rate, (B) if

such Borrowing is in Canadian Dollars then either, at the Borrower’s election, (w) such

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Borrowing Request or Interest Election Request shall be deemed ineffective or (x) such

Borrowing shall be made as or converted to a Eurocurrency Borrowing for which the

Eurocurrency Rate shall be equal to the Canadian Prime Rate and (C) if such Borrowing is in any

Agreed Foreign Currency (other than Canadian Dollars) then the applicable Borrowing Request

or Interest Election Request shall be deemed ineffective and (ii) if the Administrative Agent is

seeking to determine the relevant Screen Rate in the context of a Eurocurrency Borrowing or

Term SOFR Borrowing for which the Interest Period is continuing or an RFR Borrowing then

(A) if such Borrowing is in Dollars such Borrowing shall continue as an ABR Borrowing at the

Alternate Base Rate, (B) if such Borrowing is in Canadian Dollars then such Borrowing shall

continue as a Eurocurrency Borrowing for which the Eurocurrency Rate shall be equal to the

Canadian Prime Rate, (C) if such Borrowing is in any Agreed Foreign Currency (other than

Canadian Dollars) and is not an RFR Borrowing, then such Borrowing shall, on the last day of

the Interest Period applicable to such Borrowing (or the next succeeding Business Day if such

day is not a Business Day) either, at the Borrower’s election prior to such day, (x) be prepaid by

the Borrower on such day, or (y) be converted by the Administrative Agent to an ABR

Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed

Foreign Currency) on such day (it being understood and agreed that if the Borrower does not so

prepay such Borrowing on such day by 12:00 noon, New York time, the Administrative Agent is

authorized to effect such conversion of such Borrowing into an ABR Borrowing denominated in

Dollars) and (D) if such Borrowing is in any Agreed Foreign Currency (other than Canadian

Dollars) and is an RFR Borrowing, then such Borrowing shall either, at the election of the

Borrower, (x) be prepaid in full immediately, or (y) be converted by the Administrative Agent to

an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such

Agreed Foreign Currency) immediately.

(b)Alternate Rate of Interest.  If

(i)the Administrative Agent determines (which determination shall be

conclusive and binding absent manifest error) (A) prior to the commencement of any

Interest Period for a Term SOFR Borrowing or a Eurocurrency Borrowing, that adequate

and reasonable means do not exist for ascertaining Adjusted Term SOFR or the Adjusted

Eurocurrency Rate, for a Loan in the applicable Currency for the applicable Interest

Period; or (B) at any time for an RFR Borrowing, that adequate and reasonable means do

not exist for ascertaining Adjusted Daily Simple RFR for the applicable Currency; or

(ii)the Administrative Agent is advised by the Required Lenders that (A)

prior to the commencement of any Interest Period for a Term SOFR Borrowing or a

Eurocurrency Borrowing, the Adjusted Term SOFR or the Adjusted Eurocurrency Rate

for a Loan in the applicable Currency for the applicable Interest Period will not

adequately and fairly reflect the cost to such Lenders of making or maintaining their

respective Loans included in such Borrowing for such Interest Period or (B) at any time

for an RFR Borrowing, Adjusted Daily Simple RFR for the applicable Currency will not

adequately and fairly reflect the cost to such Lenders of making or maintaining their

Loans included in such Borrowing for the applicable Currency;

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and, in each case, the provisions of Section 2.12(d) are not applicable, then the Administrative

Agent shall give notice thereof to the Borrower and the affected Lenders by telephone, telecopy

or e-mail as promptly as practicable thereafter setting forth in reasonable detail the basis for such

determination and, until the Administrative Agent notifies the Borrower and the Lenders that the

circumstances giving rise to such notice no longer exist, (i) any Interest Election Request electing

the applicable Interest Period for a Term SOFR Borrowing or for a Eurocurrency Borrowing in

the applicable Currency shall be ineffective, (ii) in the case of any Borrowing Request requesting

a Term SOFR Borrowing or a Eurocurrency Borrowing in the applicable Currency for the

applicable Interest Period or an RFR Borrowing, as applicable, (A) if such Borrowing is in

Dollars then either, at the Borrower’s election, (u) the applicable Borrowing Request shall be

deemed ineffective or (v) such Borrowing shall be made as an ABR Borrowing at the Alternate

Base Rate, (B) if such Borrowing is in Canadian Dollars then either, at the Borrower’s election,

(w) such Borrowing Request shall be deemed ineffective or (x) such Borrowing shall be made as

a Eurocurrency Borrowing for which the Eurocurrency Rate shall be equal to the Canadian Prime

Rate and (C) if such Borrowing is in any Agreed Foreign Currency (other than Canadian

Dollars), then the applicable Borrowing Request shall be deemed ineffective and (iii) in the case

of a Term SOFR Borrowing or a Eurocurrency Borrowing for which the Interest Period is

continuing or an RFR Borrowing, as applicable, in each case, unless prepaid then (A) if such

Borrowing is in Dollars such Borrowing shall continue as an ABR Borrowing at the Alternate

Base Rate, (B) if such Borrowing is in Canadian Dollars then such Borrowing shall continue as a

Eurocurrency Borrowing for which the Eurocurrency Rate shall be equal to the Canadian Prime

Rate, (C) if such Borrowing is in any Agreed Foreign Currency (other than Canadian Dollars)

and is not an RFR Borrowing, then such Borrowing shall, on the last day of the Interest Period

applicable to such Borrowing (or the next succeeding Business Day if such day is not a Business

Day) either, at the Borrower’s election prior to such day, (x) be prepaid by the Borrower on such

day, or (y) be converted by the Administrative Agent to an ABR Borrowing denominated in

Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) on such

day (it being understood and agreed that if the Borrower does not so prepay such Loan on such

day by 12:00 noon, New York time, the Administrative Agent is authorized to effect such

conversion of such Borrowing into an ABR Borrowing denominated in Dollars) and (D) if such

Borrowing is in any Agreed Foreign Currency (other than Canadian Dollars) and is an RFR

Borrowing, then such Borrowing shall either, at the election of the Borrower, (x) be prepaid in

full immediately, or (y) be converted by the Administrative Agent to an ABR Borrowing

denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign

Currency) immediately; provided that, if the circumstances giving rise to such notice affect only

one Type of Borrowings, then the other Types of Borrowings shall be permitted; provided,

further that, in connection with any ABR Borrowing made pursuant to the terms of this Section

2.12(b), the determination of the Alternate Base Rate shall disregard clause (d) of the definition

thereof.

(c)Illegality.  Without duplication of any other rights that any Lender has

hereunder, if any Lender determines that any law has made it unlawful, or that any Governmental

Authority has asserted that it is unlawful for any Lender to make, maintain or fund Loans whose

interest is determined by reference to any Benchmark or to determine or charge interest rates

based upon any Benchmark, or any Governmental Authority has imposed material restrictions on

the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Agreed

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Foreign Currency in any applicable market, then, on notice thereof by such Lender to the

Borrower and the Administrative Agent, (i) any obligation of such Lender to (x) make RFR

Loans in the affected currency or currencies, (y) make or continue Eurocurrency Loans in the

affected currency or currencies or, (z) in the case of Term SOFR Loans,  to convert ABR Loans

to Term SOFR Loans, shall be suspended, and (ii) if such notice asserts the illegality of such

Lender making or continuing ABR Loans the interest rate on which is determined by the

Administrative Agent by reference to the Adjusted Term SOFR component of the Alternate Base

Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such

illegality, be determined by the Administrative Agent without reference to the Adjusted Term

SOFR component of the Alternate Base Rate, in each case until such Lender notifies the

Administrative Agent and the Borrower that the circumstances giving rise to such determination

no longer exist.  Upon receipt of such notice, (x)(A) all applicable Term SOFR Borrowings of

such Lender shall automatically convert to ABR Borrowings and (B) all RFR Borrowings and

Eurocurrency Borrowings denominated in the affected Agreed Foreign Currency of such Lender

shall automatically convert to Dollars based on the Dollar Equivalent at such time and shall be an

ABR Borrowing (the interest rate on which ABR Borrowings of such Lender shall, if necessary

to avoid such illegality, be determined by the Administrative Agent without reference to the

Term SOFR Rate component of the Alternate Base Rate), (1) with respect to Term SOFR

Borrowings or Eurocurrency Borrowings,  either (I) on the last day of the Interest Period

therefor, if such Lender may lawfully continue to maintain such Term SOFR Borrowings or

Eurocurrency Borrowings to such day, or (II) immediately, if such Lender may not lawfully

continue to maintain such Term SOFR Borrowings or Eurocurrency Borrowings (in which event

Borrower shall not be required to pay any yield maintenance, breakage or similar fees) or (2)

with respect to RFR Borrowings, on the immediately succeeding Business Day and (y) if such

notice asserts the illegality of such Lender determining or charging interest rates based upon the

Term SOFR Rate, the Administrative Agent shall during the period of such suspension compute

the Alternate Base Rate applicable to such Lender without reference to the Adjusted Term SOFR

component thereof until the Administrative Agent is advised in writing by such Lender that it is

no longer illegal for such Lender to determine or charge interest rates based upon the Term

SOFR Rate. Upon any such conversion, the Borrower shall also pay accrued interest on the

amount so converted.

(d)Benchmark Replacement.  Notwithstanding anything to the contrary

herein or in any other Loan Document:

(i)Replacing Term SOFR Loans.  With respect to Term SOFR Loans, upon

the earlier of (x) the occurrence of a Benchmark Transition Event and (y) the Early Opt-

in Effective Date, the Benchmark Replacement described under clause (1) thereof will

replace such Benchmark for all purposes hereunder and under any Loan Document in

respect of any setting of such Benchmark on such day and all subsequent settings,

without any amendment to, or further action or consent of any other party to this

Agreement or any other Loan Document.  If the Benchmark Replacement is Daily Simple

SOFR, all interest payments will be payable on a monthly basis.

(ii)Replacing Other Loans and Future Benchmarks.  For Eurocurrency Loans,

RFR Loans or Loans utilizing any future Benchmark (including Daily Simple SOFR), on

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the earlier of (x) the occurrence of a Benchmark Transition Event and (y) the date written

notice of an Early Opt-in Election is provided to the Lenders by the Administrative

Agent, the Benchmark Replacement described under clause (2) thereof will replace the

then-current Benchmark for all purposes hereunder and under any Loan Document in

respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day

after the date notice of such Benchmark Replacement is provided to the Lenders without

any amendment to, or further action or consent of any other party to, this Agreement or

any other Loan Document, so long as the Administrative Agent has not received, by such

time, written notice of objection to such Benchmark Replacement from Lenders

comprising the Required Lenders. If the Benchmark Replacement is Daily Compounded

CORRA, all interest payments will be payable on a monthly basis.

(iii)At any time that the administrator of the then-current Benchmark has

permanently or indefinitely ceased to provide such Benchmark or such Benchmark has

been announced by the regulatory supervisor for the administrator of such Benchmark

pursuant to public statement or publication of information to be no longer representative

of the underlying market and economic reality that such Benchmark is intended to

measure and that representativeness will not be restored, the Borrower may revoke any

request for a borrowing of, conversion to or continuation of Loans to be made, converted

or continued that would bear interest by reference to such Benchmark until the

Borrower’s receipt of notice from the Administrative Agent that a Benchmark

Replacement has replaced such Benchmark, and, failing that, (x) the Borrower will be

deemed to have converted any request for a Term SOFR Borrowing into a request for a

Borrowing of or conversion to ABR Loans, (y) any request by the Borrower for a

Eurocurrency Borrowing in an Agreed Foreign Currency (other than Canadian Dollars)

shall be ineffective or (z) any request by the Borrower for a Eurocurrency Borrowing

denominated in Canadian Dollars shall be converted to a Eurocurrency Borrowing atfor

which the Eurocurrency Rate shall be equal to the Canadian Prime Rate. During the

period referenced in the foregoing sentence, (a) the component of Alternate Base Rate or

Canadian Prime Rate, as applicable, based upon the Benchmark will not be used in any

determination of Alternate Base Rate or Canadian Prime Rate, as applicable, and (b) if

any Loan in any Currency is outstanding, (x) if such Loan is a Term SOFR Loan, then

such Loan shall, on the last day of the Interest Period applicable to such Loan, at the

Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2)

be converted by the Administrative Agent to, and shall constitute, an ABR Loan

denominated in Dollars on such date, (y) if such Loan is an RFR Loan or a Eurocurrency

Loan denominated in any Agreed Foreign Currency (other than Canadian Dollars), then

such Loan shall, on the last day of the Interest Period applicable to such Loan, at the

Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2)

be converted by the Administrative Agent to, and (subject to the remainder of this

subclause (2)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal

to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if

the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City

time, the Administrative Agent is authorized to effect such conversion of such

Eurocurrency Loan into an ABR Loan denominated in Dollars) and, in the case of this

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subclause (2), upon any subsequent implementation of a Benchmark Replacement in

respect of such Agreed Foreign Currency pursuant to this Section 2.12(d) and with the

Borrower’s consent (which may be given in its sole discretion), such ABR Loan

denominated in Dollars shall then be converted by the Administrative Agent to, and shall

constitute, an RFR Loan or a Eurocurrency Loan, as applicable, denominated in such

original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan)

on the day of such implementation, giving effect to such Benchmark Replacement in

respect of such Foreign Currency or (z) if such Loan is a Eurocurrency Loan

denominated in Canadian Dollars, then such Loan shall, on the last day of the Interest

Period applicable to such Loan, at the Borrower’s election prior to such day: (1) be

prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to

a Eurocurrency Loan wherefor which the Eurocurrency Rate shall be equal to the

Canadian Prime Rate.

(iv)Benchmark Replacement Conforming Changes.  In connection with the

use, implementation or administration of a Benchmark Replacement (or, with respect to

Term SOFR, Term CORRA or Daily Simple RFR, at any time), the Administrative Agent

will have the right to make Benchmark Replacement Conforming Changes from time to

time and, notwithstanding anything to the contrary herein or in any other Loan

Document, any amendments implementing such Benchmark Replacement Conforming

Changes will become effective without any further action or consent of any other party to

this Agreement or any other Loan Document.

(v)Notices; Standards for Decisions and Determinations.  The Administrative

Agent will promptly notify the Borrower and the Lenders of (w) any occurrence of a

Benchmark Transition Event, or an Early Opt-in Election, as applicable, (x) the

implementation of any Benchmark Replacement, (y) the effectiveness of any Benchmark

Replacement Conforming Changes and (z) the removal or reinstatement of any tenor of a

Benchmark pursuant to clause (vi) below. 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 2.12(d), 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, 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 2.12(d).

(vi)Unavailability of Tenor of Benchmark.  At any time (including in

connection with the implementation of a Benchmark Replacement), (x) if the then-current

Benchmark is a term rate (including Term SOFR) then the Administrative Agent may

remove any tenor of such Benchmark that is unavailable or non-representative for

Benchmark (including Benchmark Replacement) settings and (y) the Administrative

Agent may reinstate any such previously removed tenor for Benchmark (including

Benchmark Replacement) settings if such Benchmark (A) is subsequently displayed on a

screen or information service for a Benchmark (including a Benchmark Replacement) or

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(B) is not, or is no longer, subject to an announcement that it is or will no longer be

representative for Benchmark (including a Benchmark Replacement) settings.

SECTION 2.13Increased Costs.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge 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 Eurocurrency Rate) or the Issuing Bank;

(ii)subject any Lender to any Taxes (other than Covered 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; or

(iii)impose on any Lender or the Issuing Bank any other condition, cost or

expense (other than Taxes) affecting this Agreement or Term SOFR Loans, Eurocurrency

Loans or RFR Loans made by such Lender or any Letter of Credit or participation

therein;

and the result of any of the foregoing shall be to increase the cost to such Lenders of making or

maintaining any Term SOFR Loan, Eurocurrency Loan or RFR Loan (or of maintaining its

obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of

participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum

received or receivable by such Lender or the Issuing Bank hereunder (whether of principal,

interest or otherwise), then, upon the request of such Lender or Issuing Bank, the Borrower will

pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or

amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such

additional costs incurred or reduction suffered; provided that no Lender will claim from the

Borrower 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 and Liquidity Requirements.  If any Lender or the 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 the Issuing Bank’s capital or on the

capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this

Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or

the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the

Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but

for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies

and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital

adequacy or liquidity position), by an amount deemed to be material by such Lender or the

Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank,

as the case may be, in Dollars, such additional amount or amounts as will compensate such

Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any

such reduction suffered.

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(c)Certificates from Lenders.  A certificate of a Lender or the Issuing Bank

setting forth (in reasonable detail the basis for and calculation of) the amount or amounts, in

Dollars, necessary to compensate such Lender or the Issuing Bank or its holding company, as the

case may be, as specified in paragraph (a) or (b) of this Section shall be promptly delivered to the

Borrower and shall be conclusive absent manifest error (it being understood that no Lender shall

be required to disclose (i) any confidential or price sensitive information or (ii) any information

to the extent prohibited by applicable law).  The Borrower shall pay such Lender or the Issuing

Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days

after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or the

Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of

such Lender’s or the Issuing Bank’s right to demand such compensation; provided that no

Obligor shall be required to compensate a Lender or the Issuing Bank pursuant to the foregoing

provisions of this Section for any increased costs incurred or reductions suffered more than six

months prior to the date that such Lender or the Issuing Bank notifies the Borrower in writing of

any such Change in Law giving rise to such increased costs or reductions (except that, if the

Change in Law giving rise to such increased costs is retroactive, then the six-month period

referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.14Break Funding Payments.  In the event of (a) the payment of

any principal of any Term SOFR Loan or Eurocurrency 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), (b) the conversion of any Term SOFR Loan or Eurocurrency Loan

other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert,

continue or prepay any Term SOFR Loan or Eurocurrency 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 2.09(g) and is

revoked in accordance herewith), or (d) the assignment as a result of a request by the Borrower

pursuant to Section 2.18(b) of any Term SOFR Loan or Eurocurrency Loan other than on the last

day of an Interest Period therefor, then, in any such event, the Borrower shall compensate each

Lender for the loss, cost and expense attributable to such event (excluding loss of anticipated

profits).  In the case of a Term SOFR Loan or Eurocurrency Loan the loss to any Lender

attributable to any such event (excluding, in any event, loss of anticipated profits) shall be

deemed to include an amount determined by such Lender to be equal to the excess, if any, of:

(i)the amount of interest that such Lender would pay for a deposit equal to

the principal amount of such Loan referred to in clauses (a), (b), (c) or (d) of this Section

2.14 denominated in the Currency of such Loan for the period from the date of such

payment, conversion, failure or assignment to the last day of the then current Interest

Period for such Term SOFR Loan or Eurocurrency Loan, as applicable (or, in the case of

a failure to borrow, convert or continue, the duration of the Interest Period that would

have resulted from such borrowing, conversion or continuation) if the interest rate

payable on such deposit were equal to the applicable Benchmark for such Currency for

such Interest Period, over

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(ii)the amount of interest that such Lender would earn on such principal

amount for such period if such Lender were to invest such principal amount for such

period at the interest rate that would be bid by such Lender (or an Affiliate of such

Lender) for deposits denominated in such Currency from other banks in the applicable

interbank market or, in the case of any Agreed Foreign Currency, in the relevant market

for such Agreed Foreign Currency, in each case at the commencement of such period.

Payments under this Section shall be made upon written request of a Lender delivered not later

than thirty (30) Business Days following the payment, conversion, or failure to borrow, convert,

continue or prepay that gives rise to a claim under this Section 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, which certificate shall be conclusive absent

manifest error.  The Borrower shall pay such Lender the amount shown as due on any such

certificate within 10 days after receipt thereof.

SECTION 2.15Taxes.

(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 for any Taxes, unless otherwise required by applicable law;

provided that if any applicable law (as determined in the good faith discretion of an applicable

Withholding Agent) requires the deduction or withholding of any Taxes from such payments,

then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding

Agent shall timely pay the full amount deducted or withheld to the relevant Governmental

Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum

payable shall be increased as necessary so that after making all required deductions and

withholdings (including deductions and withholdings applicable to additional sums payable

under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may

be) receives an amount equal to the sum it would have received had no such deductions or

withholdings of Covered Tax been made.

(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 the Issuing Bank for and, within ten (10) Business Days

after written demand therefor, pay the full amount of any Covered Taxes (including Covered

Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) payable

or paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and

any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether

or not such Covered 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, by the Issuing Bank or by the Administrative Agent (on its own

behalf or on behalf of a Lender or the Issuing Bank), shall be conclusive absent manifest error.

(d)Indemnification by the Lenders.  To the extent required by any applicable

law, the Administrative Agent may withhold from any payment to any Lender an amount

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equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.15(a)

or (c), each Lender shall, and does hereby, agree severally to indemnify the Administrative

Agent, and shall make payable in respect thereof within 10 days after demand therefor,

(i) against any and all Taxes and any and all related losses, claims, liabilities and expenses

(including fees, charges and disbursements of any counsel for the Administrative Agent)

(collectively, “Tax Damages”) incurred by or asserted against the Administrative Agent by the

Internal Revenue Service or any other Governmental Authority as a result of the failure of the

Administrative Agent to properly withhold Tax from amounts paid to or for the account of such

Lender for any reason (including because the appropriate form was not delivered or not properly

executed, or because such Lender failed to notify the Administrative Agent of a change in

circumstance that rendered the exemption from, or reduction of withholding tax ineffective) and

(ii) Tax Damages attributable to such Lender’s failure to comply with the provisions of

Section 9.04 relating to the maintenance of a Participant Register. A certificate as to the amount

of such payment or liability delivered to any Lender by the Administrative Agent shall be

conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set

off and apply any and all amounts at any time owing to such Lender under this Agreement or any

other Loan Document or otherwise payable by the Administrative Agent to the Lender from any

other source against any amount due to the Administrative Agent under this paragraph. The

agreements in this paragraph shall survive the resignation and/or replacement of the

Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the

termination of the Commitments and the repayment, satisfaction or discharge of all other

obligations.

(e)Evidence of Payments.  As soon as practicable after any payment of Taxes

by the Borrower to a Governmental Authority pursuant to this Section 2.15, 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.  If the

Borrower is required by applicable law or this Agreement to pay any U.S. federal withholding

Taxes (and the Administrative Agent is not so required) and the Borrower fails to pay any such

U.S. federal withholding Taxes that are Excluded Taxes when due to the appropriate

Governmental Authority or fails to remit to the Administrative Agent the required receipts or

other required documentary evidence on account of such Excluded Taxes, the Borrower shall

indemnify the Administrative Agent and each Lender for any incremental Taxes that may

become payable by the Administrative Agent or such Lender as a result of such failure, but only

to the extent that such incremental Taxes exceed the amount of Excluded Taxes that would have

been borne by the Administrative Agent or a Lender absent such failure.

(f)Status of Lenders.

(i)Any Lender that is entitled to an exemption from or reduction of

withholding Tax with respect to payments under this Agreement or any other Loan

Documents shall deliver to the Borrower and 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 or reasonably requested by the Borrower or the Administrative Agent

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as will permit such payments to be made without withholding or at a reduced rate of

withholding.  In addition, any 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 Lender is subject to backup

withholding or information reporting requirements.  Notwithstanding anything to the

contrary in the preceding two sentences, the completion, execution and submission of

such documentation (other than such documentation set forth in Section 2.15(f)(ii)(A) or

(B) or Section 2.15(g) below) shall not be required if in the Lender’s reasonable judgment

such completion, execution or submission would subject such Lender to any material

unreimbursed cost or expense or would materially prejudice the legal or commercial

position of such Lender.

(ii)Without limiting the generality of the foregoing, if the Borrower is a U.S.

Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and

the Administrative Agent on or prior to the date on which such Lender becomes a

Lender under this Agreement (and from time to time thereafter upon the

reasonable request of the Borrower or the Administrative Agent), executed

originals of IRS Form W-9 certifying that such Lender is exempt from U.S.

federal backup withholding tax;

(B)each 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 thereafter upon the reasonable

request of the Borrower or the Administrative Agent, but, in any event, only if

such Foreign Lender is legally entitled to do so) whichever of the following is

applicable:

(1)in the case of a Foreign Lender claiming the benefits of an

income tax treaty to which the United States is a party duly

completed executed originals of Internal Revenue Service

Form W-8BEN or Internal Revenue Service Form

W-8BEN-E, as applicable, or any successor form

establishing an exemption from, or reduction of, U.S.

federal withholding Tax (x) with respect to payments of

interest under any Loan Document, pursuant to the

“interest” article of such tax treaty and (y) with respect to

any other applicable payments under any Loan Document,

pursuant to the “business profits” or “other income” article

of such tax treaty,

(2)duly completed executed originals of Internal Revenue

Service Form W-8ECI or any successor form certifying that

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the income receivable pursuant to this Agreement is

effectively connected with the conduct of a trade or

business in the United States,

(3)in the case of a Foreign Lender claiming the benefits of the

exemption for portfolio interest under Section 881(c) of the

Code, (x) a certificate, signed under penalties of perjury, to

the effect that such Foreign Lender is not (I) a “bank”

within the meaning of Section 881(c)(3)(A) of the Code,

(II) a “10 percent shareholder” of the Borrower within the

meaning of Section 881(c)(3)(B) of the Code, or (III) a

“controlled foreign corporation” described in

Section 881(c)(3)(C) of the Code and (y) duly completed

executed originals of Internal Revenue Service Form

W-8BEN or Internal Revenue Service Form W-8BEN-E, as

applicable (or any successor form), certifying that the

Foreign Lender is not a U.S. Person, or

(4)any other form as prescribed by applicable law as a basis

for claiming exemption from or a reduction in United

States federal withholding tax duly completed together with

such supplementary documentation as may be prescribed

by applicable law to permit the Borrower to determine the

withholding or deduction required to be made, including, to

the extent a Foreign Lender is not the beneficial owner,

duly completed executed originals of Internal Revenue

Service Form W-8IMY accompanied by Internal Revenue

Service Form W-8ECI, Internal Revenue Service Form

W-8BEN or Internal Revenue Service Form W-8BEN-E, as

applicable, a certificate substantially similar to the

certificate described in Section 2.15(f)(ii)(B)(3)(x) above,

Internal Revenue Service Form W-9 and/or other

certification documents from each beneficial owner, as

applicable.

(C)any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the 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

thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed originals of any other form prescribed by applicable law as a

basis for claiming exemption from or a reduction in U.S. federal withholding Tax,

duly completed, together with such supplementary documentation as may be

prescribed by applicable law to permit the Borrower or the Administrative Agent

to determine the withholding or deduction required to be made.

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(g)If a payment made to a Lender under this Agreement would be subject to

U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the

applicable reporting requirements of FATCA (including those contained in Section 1471(b) or

1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and

the Borrower 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 Administrative Agent or the Borrower, at the time or times prescribed by law and at such

time or times reasonably requested by the Administrative Agent or the Borrower, as may be

necessary for the Administrative Agent and the Borrower to comply with their obligations under

FATCA and to determine that such Lender has complied with such Lender’s obligations under

FATCA or to determine the amount to deduct and withhold from any such payment. Solely for

purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the

date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered under this Agreement

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.

(h)Treatment of Certain Refunds.  If the Administrative Agent, any Lender or

the Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a

refund of any Covered 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 2.15, it shall

pay to the Borrower an amount equal to such refund (but only to the extent of indemnity

payments made, or additional amounts paid, by the Borrower under this Section with respect to

the Covered Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the

Administrative Agent, any Lender or the 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 ), provided that the Borrower, upon the request of the Administrative Agent, any Lender

or the Issuing Bank, agrees to repay the amount paid over to the Borrower pursuant to this

paragraph (h) (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority) to the Administrative Agent, any Lender or the Issuing Bank in the

event the Administrative Agent, any Lender or the Issuing Bank is required to repay such refund

to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (h),

in no event will the Administrative Agent, any Lender or the Issuing Bank be required to pay any

amount to the Borrower pursuant to this paragraph (h) the payment of which would place the

Administrative Agent, such Lender or the Issuing Bank in a less favorable net position after-

Taxes than the Administrative Agent, such Lender or the Issuing Bank would have been in if the

Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or

otherwise imposed and the indemnification payments or additional amounts with respect to such

Tax had never been paid.  This paragraph (h) shall not be construed to require the Administrative

Agent, any Lender or the 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.

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(i)Survival.  Each party’s obligations under this Section 2.15 shall survive

the resignation or replacement of the Administrative Agent or any assignment of rights by, or

replacement of, any Lender or any Issuing Bank, the termination of the Commitments and the

repayment, satisfaction or discharge of all obligations under any Loan Document to which the

Borrower or any of its Subsidiaries is a party.

(j)Defined Terms.  For purposes of this Section 2.15, the term “applicable

law” includes FATCA.

SECTION 2.16Payments 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, reimbursement of LC

Disbursements, or under Section 2.13, 2.14 or 2.15, or otherwise) or under any other Loan

Document (except to the extent otherwise expressly provided therein) prior to 2:00 p.m.,

New York City time, on the date when due, in immediately available funds, without set-off,

deduction 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 the Issuing

Bank as expressly provided herein and pursuant to Sections 2.13, 2.14, 2.15 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 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 Sections 2.13 and 2.14 (except to the extent otherwise provided therein 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 2.14 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 or LC

Disbursement when due (whether at stated maturity, by acceleration, by mandatory prepayment

or otherwise), the unpaid portion of such Loan or such LC Disbursement shall, if such Loan or

such LC Disbursement 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 or LC Disbursement 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,

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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 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.

(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 2.07, 2.09

or otherwise 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 2.10 shall be made for the account of the Lenders pro rata according to the average daily

unutilized amounts of their respective Commitments; (iv) each payment or prepayment of

principal of Loans of a Class by the Borrower shall be made for account of the Lenders or 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 by the Borrower shall

be made for account of the Lenders of such Class pro rata in accordance with the amounts of

interest on such Loans of such Class then due and payable to the respective Lenders; provided,

however, that, notwithstanding anything to the contrary contained herein, in the event that the

Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the

Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the

Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such

Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the

Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes

any Multicurrency Commitments made available as a result of such prepayment to make a

Multicurrency Borrowing in an Agreed Foreign Currency.

(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 of a Class

resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its

Loans and participations in LC Disbursements, 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 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

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accordance with the aggregate amount of principal of and accrued interest on their respective

Loans and participations in LC Disbursements 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.

(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 account of the Lenders or the Issuing Bank 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 Bank, 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 and

the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent

forthwith on demand the amount so distributed to such Lender or the 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 2.04(e), 2.05 or 2.16(e), then

the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof),

apply any amounts thereafter received by the Administrative Agent for account of such Lender to

satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are

fully paid.

SECTION 2.17Defaulting 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 2.10(a) shall cease to accrue on the

unfunded portion of the Commitment of such Defaulting Lender to the extent, and during the

period in which, such Lender is a Defaulting Lender (and the Borrower shall not be required to

pay any such commitment fee that otherwise would have accrued and been required to have been

paid to such Defaulting Lender to the extent and during the period in which such Lender is a

Defaulting Lender);

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(b)the Commitment and Credit Exposure of such Defaulting Lender shall not

be included in determining whether all Lenders, two-thirds of the Lenders, two-thirds 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 under any other Loan Document (including any consent to any

amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in

Section 9.02(b)(i), (ii), (iii) or (iv)); provided that any waiver, amendment or modification

requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which

affects such Defaulting Lender differently than other Lenders or affected Lenders (as applicable)

shall require the consent of such Defaulting Lender.

(c)if any LC Exposure exists at the time a Multicurrency Lender becomes a

Defaulting Lender then:

(i)all or any part of such LC Exposure shall be reallocated among the non-

Defaulting Multicurrency Lenders in accordance with their respective Applicable

Multicurrency Percentages but only to the extent (x) the sum of all non-Defaulting

Lenders’ Multicurrency Credit Exposures plus such Defaulting Lender’s LC Exposure

does not exceed the total of all non-Defaulting Lenders’ Multicurrency Commitments, (y)

no non-Defaulting Lender’s Multicurrency Credit Exposure will exceed such Lender’s

Multicurrency Commitment, and (z) the conditions set forth in Section 4.02 are satisfied

at such time (and unless the Borrower has notified the Administrative Agent at such time,

the Borrower shall be deemed to have represented and warranted that such conditions are

satisfied at such time);

(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 Business Days following notice by the

Administrative Agent, 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 2.04(k) 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 2.10(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 is reallocated pursuant

to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(a) and

Section 2.10(b) shall be adjusted in accordance with such non-Defaulting Multicurrency

Lenders’ Applicable Multicurrency Percentages in effect after giving effect to such

reallocation;

(v)if any Defaulting Lender’s LC Exposure is neither cash collateralized nor

reallocated pursuant to this Section 2.17(c), then, without prejudice to any rights or

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remedies of the Issuing Bank or any Lender hereunder, all facility 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 2.10(b) with respect to such Defaulting Lender’s LC

Exposure shall be payable to the Issuing Bank until such LC Exposure is cash

collateralized and/or reallocated; and

(vi)subject to Section 9.16, 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.

(d)so long as any Multicurrency Lender is a Defaulting Lender, the Issuing

Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied

that the related exposure will be 100% covered by the Multicurrency Commitments of the non-

Defaulting Multicurrency Lenders and/or cash collateral will be provided by the Borrower in

accordance with Section 2.17(c), and participating interests in any such newly issued or

increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner

consistent with Section 2.17(c)(i) (and Defaulting Lenders shall not participate therein).

In the event that the Administrative Agent and the Borrower agree in writing that

a Defaulting Lender that is a Dollar 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

purchase at par such of the Loans made to each Borrower of the other Lenders as the

Administrative Agent shall determine may be necessary in order for the Lenders to hold such

Loans in accordance with their Applicable Dollar Percentage in effect immediately after giving

effect to such agreement.  In the event that the Administrative Agent, the Borrower and the

Issuing Bank each agrees in writing that a Defaulting Lender that is a Multicurrency 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 2.17(c)(ii) above, the LC Exposure of the

Multicurrency Lenders shall be readjusted to reflect the inclusion of such Lender’s

Multicurrency Commitment and such Lender shall purchase at par the portion of the Loans of the

other Multicurrency Lenders 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 in effect immediately after giving effect to such agreement.

SECTION 2.18Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender exercises its

rights under Section 2.12(b) or requests compensation under Section 2.13, or if the Borrower is

required to pay any Covered Taxes or additional amount to any Lender or any Governmental

Authority for account of any Lender pursuant to Section 2.15, then such Lender shall use

reasonable efforts (subject to overall policy considerations of such Lender) to designate a

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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 sole reasonable

judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts

payable pursuant to Section 2.13 or 2.15, as the case may be, in the future, or eliminate the

circumstance giving rise to such Lender exercising its rights under Section 2.12(b) 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 exercises its rights under

Section 2.12(b) or requests compensation under Section 2.13, or if the Borrower is required to

pay any Covered Taxes or additional amount to any Lender or any Governmental Authority for

account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is

unable to designate a different lending office in accordance with Section 2.18(a), or if any

Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, 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 the Issuing Bank, which consent shall not be unreasonably withheld,

conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the

outstanding principal of its Loans and participations in LC Disbursements, 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) and (iii) in the case of any such assignment resulting from a claim for

compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, 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 Lenders.  If any Lender shall fail to make any payment

required to be made by it pursuant to Section 2.04(e), 2.05 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 or the Issuing Bank for the account of

such Lender for the benefit of the Administrative Agent or the Issuing Bank 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 2.19Maximum Rate.  Notwithstanding anything herein to the

contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges

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and other amounts which are treated as interest on such Loan under applicable law (collectively,

the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be

contracted for, charged, taken, received or reserved by the Lender holding such Loan, the rate of

interest payable in respect of such Loan hereunder, together with all related Charges, shall be

limited to the Maximum Rate.  To the extent lawful, the interest and Charges that would have

been payable in respect of a Loan made to the Borrower, but were not payable as a result of the

operation of this Section, shall be cumulated and the interest and Charges payable to such Lender

by the Borrower in respect of other Loans or periods shall be increased (but not above the

Maximum Rate therefor) until such cumulated amount, together with interest thereon at the

Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

SECTION 3.01Organization; Powers.  Each of the Borrower and its

Subsidiaries, as applicable, is duly organized or incorporated, validly existing and in good

standing under the laws of the jurisdiction of its organization or incorporation, has all requisite

power and authority to carry on its business as now conducted and, except where the failure to do

so, individually or in the aggregate, could not reasonably be expected to result in a Material

Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where

such qualification is required of the Borrower or such Subsidiary, as applicable.  There is no

existing default under any charter, by-laws or other organizational documents of Borrower or its

Subsidiaries or any event which, with the giving of notice or passage of time or both, would

constitute a default by any party thereunder.

SECTION 3.02Authorization; 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 stockholder action and the Board of Directors of the Borrower and its

Subsidiaries have approved the transactions contemplated in this Agreement.  This Agreement

has been duly executed and delivered by the Borrower and constitutes, and each of the other

Loan Documents to which it is a party when executed and delivered will constitute, a legal, valid

and binding obligation of the Borrower, 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 3.03Governmental 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 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 of its Subsidiaries or any

order of any Governmental Authority (including the Investment Company Act and the rules,

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regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in

any material respect under any indenture, agreement or other instrument binding upon the

Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any

payment to be made by any such Person, and (d) except for the Liens created pursuant to the

Security Documents, will not result in the creation or imposition of any Lien on any asset of the

Borrower or any of its Subsidiaries.

SECTION 3.04Financial Condition; No Material Adverse Effect.

(a)Financial Statements. The financial statements delivered to the

Administrative Agent and the Lenders by the Borrower pursuant to Section 4.01(c) and 5.01(a)

and (b) present fairly, in all material respects, the financial condition and results of operations of

the Borrower and its Subsidiaries on a consolidated basis as of the end of and for the applicable

period in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited

financial statements, to year-end audit adjustments and the absence of footnotes.  None of the

Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for

taxes, material unusual forward or material long-term commitments or material unrealized or

anticipated losses from any unfavorable commitments not reflected in such financial statements.

(b)No Material Adverse Effect.  Since September 30, 2018, there has not

been any event, development or circumstance that has had or could reasonably be expected to

have a Material Adverse Effect.

SECTION 3.05Litigation.

There are no actions, suits, investigations or proceedings by or before any

arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower,

threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a

reasonable possibility of an adverse determination and that, if adversely determined, could

reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or

(ii) that involve this Agreement or the Transactions.

SECTION 3.06Compliance 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, could not reasonably be expected to result in a

Material Adverse Effect.  Neither the Borrower nor any of its Subsidiaries is subject to any

contract or other arrangement, the performance of which by the Borrower could reasonably be

expected to result in a Material Adverse Effect.

SECTION 3.07Taxes.  Each of the Borrower and its Subsidiaries has timely

filed or has caused to be timely filed all material U.S. federal, state and local Tax returns that are

required to be filed by it and all other material Tax returns that are required to be filed by it and

has paid all material Taxes for which it is directly or indirectly liable and any assessments made

against it or any of its property and all other material Taxes, fees or other charges imposed on it

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or any of its property by any Governmental Authority, except such Taxes, fees or other charges

the amount or validity of which is currently being contested in good faith by appropriate

proceedings and with respect to which reserves in conformity with GAAP have been provided on

the books of the Borrower or its Subsidiaries, as the case may be.  The charges, accruals and

reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other

governmental charges are adequate in accordance with GAAP.  Neither the Borrower nor any of

its Subsidiaries has given or been requested to give a waiver of the statute of limitations relating

to the payment of any federal, state, local and foreign Taxes or other impositions, and no Tax

lien (other than Liens permitted pursuant to clause (a) of the definition of Permitted Liens) has

been filed with respect to the Borrower or any of its Subsidiaries. There is no proposed Tax

assessment against the Borrower or any of its Subsidiaries that has been received by the

Borrower or any of its Subsidiaries in writing.

SECTION 3.08ERISA.  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, could reasonably be expected to result in a Material Adverse

Effect.

SECTION 3.09Disclosure.

(a)All written information (other than financial projections, pro forma

financial information, other forward-looking information and information of a general economic

or general industry nature) which has been made available to the Administrative Agent or any

Lender by the Borrower or any of its representatives on behalf of the Borrower in connection

with the transactions contemplated by this Agreement or delivered under any Loan Document,

taken as a whole, is and will be (after giving effect to all written updates provided by the

Borrower to the Administrative Agent for delivery to the Lenders from time to time) complete,

true and correct in all material respects and does not and will not (after giving effect to all written

updates provided by the Borrower to the Administrative Agent for delivery to the Lenders from

time to time) contain any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements contained therein at the time made and taken as a

whole not misleading in light of the circumstances under which such statements were made;

provided that, solely with respect to information furnished by the Borrower which was provided

to the Borrower from a third party, such information need only be true and correct in all material

respects to the knowledge of the Borrower; and

(b)All financial projections, pro forma financial information and other

forward-looking information which has been delivered to the Administrative Agent or any

Lender by the Borrower or any of its representatives on behalf of the Borrower in connection

with the transactions contemplated by this Agreement or delivered under any Loan Document,

are based upon estimates and assumptions believed by the Borrower in good faith to be

reasonable at the time made, it being recognized that (i) such projections, financial information

and other forward-looking information as they relate to future events are subject to significant

uncertainty and contingencies (many of which are beyond the control of the Borrower and that

no assurance can be given that such projections will be realized) and therefore are not to be

viewed as fact and (ii) actual results during the period or periods covered by such projections,

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financial information and other forward-looking information may materially differ from the

projected results set forth therein.

SECTION 3.10Investment Company Act; Margin Regulations.

(a)Status as Business Development Company.  The Borrower is an

“investment company” 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, without limitation, entering into this

Agreement and the other Loan Documents to which each is a party, the borrowing 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 of the applicable provisions of the Investment Company Act or any rules,

regulations or orders issued by the SEC thereunder, except where such breaches or violations,

individually or in the aggregate, could not reasonably be expected to result in a Material Adverse

Effect.

(c)Investment Policies.  The Borrower is in compliance in all material

respects with the Investment Policies and its Valuation Policies, in each case as amended by

Permitted Policy Amendments.

(d)Use of Credit.  Neither the Borrower nor any of its 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

part of the proceeds of any extension of credit hereunder will be used to buy or carry any Margin

Stock in violation of law, rule or regulation. The Borrower does not own or intend to carry or

purchase any Margin Stock or to extend “purpose credit” within the meaning of Regulation U.

SECTION 3.11Material Agreements and Liens.

(a)Material Agreements.  Schedule 3.11(a) is a complete and correct list of

each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit

or other arrangements providing for or otherwise relating to any Indebtedness or any extension of

credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its

Subsidiaries outstanding on the Effective Date, and the aggregate principal or face amount

outstanding or that is, or may become, outstanding under each such arrangement is correctly

described in Schedule 3.11(a).

(b)Liens.  Schedule 3.11(b) is a complete and correct list of each Lien

securing Indebtedness of any Person outstanding on the Effective Date covering any property of

the Borrower or any of its Subsidiaries, 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 Schedule 3.11(b).

SECTION 3.12Subsidiaries and Investments.

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(a)Subsidiaries.  Set forth in Schedule 3.12(a) is a complete and correct list of

all of the Subsidiaries of the Borrower as of 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 and (iii) the percentage of ownership of such Subsidiary

represented by such ownership interests.  Except as disclosed in Schedule 3.12(a), as of the

Effective Date, (x) the Borrower owns, free and clear of Liens (other than Eligible Liens and

Liens permitted pursuant to Section 6.02(b) or (e)), and has the unencumbered right to vote, all

outstanding ownership interests in each Subsidiary shown to be held by it in Schedule 3.12(a),

and (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).

(b)Investments.  Set forth in Schedule 3.12(b) is a complete and correct list of

all Investments (other than Investments of the types referred to in clauses (b), (c), (d), (e), (f)

(solely with respect to Portfolio Investments), (g) and (i) of Section 6.04) held by the Borrower

or any of its Subsidiaries in any Person on the Effective Date and, for each such Investment,

(i) the identity of the Person or Persons holding such Investment and (ii) the nature of such

Investment.  Except as disclosed in Schedule 3.12(b), as of the Effective Date each of the

Borrower and its Subsidiaries owns, free and clear of all Liens (other than Liens permitted

pursuant to Section 6.02), all such Investments.

SECTION 3.13Properties.

(a)Title Generally.  Each of the Borrower and its Subsidiaries has good title

to, or valid leasehold interests in, all its real and personal property material to its business, except

for minor defects in title that do not interfere with its ability to conduct its business as currently

conducted or to utilize such properties for their intended purposes.

(b)Intellectual Property.  Each of the Borrower and its Subsidiaries owns, or

is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property

material to its business, and the use thereof by the Borrower and its Subsidiaries does not

infringe upon the rights of any other Person, except for any such infringements that, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.14Solvency. On the Effective Date, and upon the incurrence of

any extension of credit hereunder, on any date on which this representation and warranty is

made, (a) the Borrower will be Solvent on an unconsolidated basis, and (b) each Obligor will be

Solvent on a consolidated basis with the other Obligors.

SECTION 3.15No Default.  No Default or Event of Default has occurred and

is continuing under this Agreement.

SECTION 3.16Use of Proceeds.  The proceeds of the Loans shall be used for

the general corporate purposes of the Borrower and its Subsidiaries (other than Financing

Subsidiaries except as expressly permitted under Section 6.03(e) or 6.03(i)) in the ordinary

course of its business, including making distributions not prohibited by this Agreement, making

payments on Indebtedness of the Obligors to the extent permitted under this Agreement and the

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acquisition and funding (either directly or indirectly as expressly permitted hereunder) of

leveraged loans, mezzanine loans, high yield securities, convertible securities, preferred stock,

common stock and other Investments, but excluding, for clarity, Margin Stock in violation of

applicable law, rule or regulation.

SECTION 3.17Security Documents.  The Guarantee and Security Agreement

is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal,

valid and enforceable first-priority Liens on, and security interests in, the Collateral and, (i) when

all appropriate filings or recordings are made in the appropriate offices as may be required for

perfection by filing under applicable law and, as applicable, and (ii) upon 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 (which possession or control shall be given to

the Collateral Agent to the extent possession or control by the Collateral Agent is required by the

Guarantee and Security Agreement), the Liens created by the Guarantee and Security Agreement

shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the

grantors in the Collateral (other than such Collateral in which a security interest cannot be

perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each

case subject to no Liens other than Permitted Liens.

SECTION 3.18Financing Subsidiaries.

(a)Any Structured Subsidiary complies with each of the conditions set forth

in clause (a) or (b) in the definition of “Structured Subsidiary”, as applicable.

(b)Any SBIC Subsidiary complies with each of the conditions set forth in the

definition of “SBIC Subsidiary.”

(c)As of the Effective Date, other than Barings BDC Finance I, LLC, and

Barings BDC Senior Funding I, LLC, the Borrower has no Financing Subsidiaries.

SECTION 3.19Affiliate Agreements.  As of the Effective Date, the Borrower

has heretofore delivered to each of the Lenders true and complete copies of each of the Affiliate

Agreements (including any schedules and exhibits thereto, and any amendments, supplements or

waivers executed and delivered thereunder). As of the Effective Date, (a) each of the Affiliate

Agreements is in full force and effect and (b) other than the Affiliate Agreements, there is no

contract, agreement or understanding, in writing, between the Borrower or any of its

Subsidiaries, on the one hand, and any Affiliate of the Borrower, on the other hand.

SECTION 3.20Compliance with Sanctions.  Neither the Borrower nor any of

its Subsidiaries, nor any executive officer or director thereof, nor, to the knowledge of the

Borrower, any Affiliate of the Borrower or any of their respective employees or agents, (i) is

subject to, or subject of, any sanctions or trade embargoes (or similar measures) (collectively,

“Sanctions”) imposed, administered or enforced from time to time by the United States of

America (including the United States Department of the Treasury’s Office of Foreign Assets

Control (“OFAC”) and the U.S. Department of State), the European Union, any European Union

member state, His Majesty’s Treasury, the United Nations Security Council, or any other

relevant sanctions authority, (ii) is located, organized or resident in a Sanctioned Country or (iii)

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is in violation of Sanctions. Furthermore, no part of the proceeds of a Loan will be used, directly

or indirectly, or made available by the Borrower to any Person to cause any Person to violate

Sanctions or to finance or facilitate any activities or business of or with any Person, or in any

country or territory, that, at the time of such funding, is, or whose government is, the subject of

Sanctions.

SECTION 3.21Anti-Money Laundering and Sanctions Program.  The

Borrower has implemented an anti-money laundering program to the extent required by the

Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And

Obstruct Terrorism, as amended (the “USA PATRIOT Act”) and by any other applicable anti-

money laundering laws, and the rules and regulations thereunder and maintains in effect and

enforces policies and procedures designed to ensure compliance by the Borrower and its

Subsidiaries (and, when acting on behalf of the Borrower and its Subsidiaries, their respective

directors, officers, employees and agents) with applicable Sanctions.  Furthermore, no part of the

proceeds of a Loan will be used, directly or indirectly, by the Borrower or any Subsidiary or

Affiliate of the Borrower, or by any of their respective directors, officers, agents or employees

acting on behalf of the Borrower or any Subsidiary of the Borrower, to finance or facilitate a

transaction in violation of the anti-money laundering laws.

SECTION 3.22Anti-Corruption Laws. The Borrower, its Subsidiaries, its

Affiliates, its directors and officers and, to the Borrower’s knowledge, the employees and agents

acting on behalf of the Borrower and its Subsidiaries, are in compliance with all applicable

Sanctions and Anti-Corruption Laws and each of the Borrower and any Subsidiary and Affiliate

of the Borrower has instituted and maintained policies and procedures designed to ensure, and

which are expected to continue to ensure, compliance therewith.  Furthermore, no part of the

proceeds of a Loan will be used, directly or indirectly, by the Borrower or any Subsidiary or

Affiliate of the Borrower or by any of their respective directors, officers, agents or employees

acting on behalf of the Borrower or any Subsidiary of the Borrower, to finance or facilitate a

transaction in violation of the Anti-Corruption Laws.

SECTION 3.23Beneficial Ownership Certification. As of the Effective Date,

the information included in any Beneficial Ownership Certification provided on or prior to the

Effective Date to any Lender in connection with this Agreement is true and correct in all

respects.

SECTION 3.24EEA Financial Institutions. No Obligor is an EEA Financial

Institution.

ARTICLE IV.

CONDITIONS

SECTION 4.01Effective Date.  The effectiveness of this Agreement and of the

obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit

hereunder shall not become effective until completion of each of the following conditions

precedent (unless a condition shall have been waived in accordance with Section 9.02):

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(a)Documents.  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 party hereto either (x) a counterpart of

this Agreement signed on behalf of such party or (y) written evidence satisfactory to the

Administrative Agent (which may include telecopy or e-mail transmission of a signed

signature page to this Agreement) that such party has signed a counterpart of this

Agreement.

(ii)Guarantee and Security Agreement; Custodian Agreement.  The Guarantee

and Security Agreement, the Custodian Agreement with respect to the Borrower’s

Custodian Account and the Control Agreement, each duly executed and delivered by each

of the parties thereto, and all other documents or instruments required to be delivered by

the Guarantee and Security Agreement, the Custodian Agreement and the Control

Agreement in connection with the execution thereof.

(iii)Opinion of Counsel to the Borrower.  A favorable written customary

opinion (addressed to the Administrative Agent and the Lenders and dated the Effective

Date) of Dechert LLP, New York counsel for the Borrower, in form and substance

reasonably satisfactory to the Administrative Agent and covering such matters as the

Administrative Agent may reasonably request (and the Borrower hereby instructs such

counsel to deliver such opinion to the Lenders and the Administrative Agent).

(iv)Corporate Documents.  A certificate of the secretary or assistant secretary

of each Obligor, dated the Effective Date, certifying that attached thereto are (v) true and

complete copies of the organizational documents of each Obligor certified as of a recent

date by the appropriate governmental official, (w) signature and incumbency certificates

of the officers of such Person executing the Loan Documents to which it is a party,

(x) true and complete resolutions of the Board of Directors of each Obligor approving

and authorizing the execution, delivery and performance of this Agreement and the other

Loan Documents to which it is a party or by which it or its assets may be bound as of the

Effective Date and, in the case of the Borrower, authorizing the borrowings hereunder,

and that such resolutions are in full force and effect without modification or amendment,

(y) a good standing certificate from the applicable Governmental Authority of each

Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction

in which it is qualified as a foreign corporation or other entity to do business, each dated

a recent date prior to the Effective Date, and (z) such other documents and certificates as

the Administrative Agent or its counsel may reasonably request relating to the

organization, existence and good standing of the Obligors, and the authorization of the

Transactions, all in form and substance reasonably satisfactory to the Administrative

Agent and its counsel.

(v)Officer’s Certificate. A certificate, dated the Effective Date and signed by

a Financial Officer of the Borrower, confirming compliance with the conditions set forth

in Sections 4.01(e) and (h) and Sections 4.02 (a), (b), (c) and (d).

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(vi)Control Agreements.  A control agreement with respect to each of the

Deposit Accounts and the Securities Accounts of the Borrower and its Subsidiaries

required to be delivered by the Guarantee and Security Agreement.

(b)Liens.  The Administrative Agent shall have received results of a recent

lien search in each relevant jurisdiction with respect to the Obligors, confirming the priority of

the Liens in favor of the Collateral Agent created pursuant to the Security Documents and

revealing no liens on any of the assets of the Obligors 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.  All UCC financing statements, control

agreements, stock certificates and other documents or instruments required to be filed or

executed and delivered in order to create in favor of the Collateral Agent, for the benefit of the

Administrative Agent and the Lenders, a first-priority perfected (subject to Eligible Liens)

security interest in the Collateral (to the extent that such a security interest may be perfected by

filing, possession or control under the Uniform Commercial Code) shall have been properly filed

(or provided to the Administrative Agent) or executed and delivered in each jurisdiction

required.

(c)Financial Statements.  The Administrative Agent and the Lenders shall

have received, prior to the execution of this Agreement, (i) the audited consolidated balance

sheets, audited consolidated statements of operations, audited consolidated statements of changes

in net assets, audited consolidated statements of cash flows and related audited consolidated

schedule of investments of the Borrower and its consolidated Subsidiaries as of and for the fiscal

year ended December 31, 2017, December 31, 2016 and December 31, 2015 and (ii) the

unaudited consolidated balance sheets, unaudited consolidated statements of operations,

unaudited consolidated statements of changes in net assets, unaudited consolidated statements of

cash flows and related unaudited consolidated schedule of investments  of the Borrower and its

consolidated Subsidiaries as of and for the nine-month and three-month period ended September

30, 2018, in each case certified in writing 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 Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,

subject to normal year-end audit adjustments and the absence of footnotes.  The Administrative

Agent and the Lenders shall have received any other financial statements of the Borrower and its

Subsidiaries as they shall have reasonably requested.

(d)Consents.  The Borrower shall have obtained and delivered to the

Administrative Agent certified copies of all consents, approvals, authorizations, registrations, or

filings (other than any filing required under the Exchange Act or the rules or regulations

promulgated thereunder, including any filing required on Form 8-K) required to be made or

obtained by the Borrower and all guarantors in connection with the Transactions and any other

evidence reasonably requested by, and reasonably satisfactory to, the Administrative Agent as to

compliance with all material legal and regulatory requirements applicable to the Obligors, and

such consents, approvals, authorizations, registrations, filings and orders shall be in full force and

effect and all applicable waiting periods shall have expired and no investigation or inquiry by

any Governmental Authority regarding the Transactions or any transaction being financed with

the proceeds of the Loans shall be ongoing.

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(e)No Litigation.  There shall not exist any action, suit, investigation,

litigation or proceeding or other legal or regulatory developments pending or, to the knowledge

of the Borrower, threatened in writing in any court or before any arbitrator or Governmental

Authority (including any SEC investigation) that relates to the Transactions or that could

reasonably be expected to have a Material Adverse Effect.

(f)Solvency Certificate.  On the Effective Date, the Administrative Agent

shall have received a solvency certificate of a Financial Officer of the Borrower dated as of the

Effective Date and addressed to the Administrative Agent and the Lenders, and in form, scope

and substance reasonably satisfactory to Administrative Agent, with appropriate attachments and

demonstrating that both before and after giving effect to the Transactions, (a) the Borrower will

be Solvent on an unconsolidated basis and (b) each Obligor will be Solvent on a consolidated

basis with the other Obligors.

(g)Due Diligence.  All customary confirmatory due diligence on the

Borrower and its Subsidiaries shall have been completed by the Administrative Agent and the

Lenders and the results of such due diligence shall be satisfactory to the Administrative Agent

and the Lenders.  No information shall have become available which the Administrative Agent

reasonably believes has had, or could reasonably be expected to have, a Material Adverse Effect.

(h)Default. No Default or Event of Default shall have occurred and be

continuing under this Agreement, nor any default or event of default that permits (or which upon

notice, lapse of time or both, would permit) the acceleration of any Material Indebtedness,

immediately before and after giving effect to the Transactions, any incurrence of Indebtedness

hereunder and the use of the proceeds hereof.

(i)USA PATRIOT Act.  The Administrative Agent and each Lender shall

have received all 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, as reasonably requested by the Administrative Agent or such

Lender.

(j)Investment Policies; Valuation Policy.  The Administrative Agent shall

have received the Investment Policies and Valuation Policy as in effect on the Effective Date in

form and substance reasonably satisfactory to the Administrative Agent.

(k)Borrowing Base Certificate.  The Administrative Agent shall have

received a Borrowing Base Certificate dated as of the Effective Date, showing a calculation of

the Borrowing Base as of the date immediately prior to the Effective Date, in form and substance

reasonably satisfactory to the Administrative Agent.

(l)Insurance Certificates.  The Administrative Agent shall have received

certificates from the Borrower’s insurance broker or other evidence reasonably satisfactory to it

that the directors and officers liability insurance required to be maintained pursuant to the Loan

Documents is in full force and effect.

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(m)Beneficial Ownership Regulation.  The Administrative Agent shall have

received, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial

Ownership Regulation, at least five days prior to the Effective Date, a Beneficial Ownership

Certification.

(n)Fees and Expenses.  The Borrower shall have paid in full to the

Administrative Agent, the Joint Lead Arrangers and the Lenders all fees and expenses (including

reasonable legal fees to the extent invoiced) related to this Agreement owing on or prior to the

Effective Date, including any upfront fee due to any Lender on or prior to the Effective Date.

(o)Other Documents.  The Administrative Agent shall have received such

other documents, instruments, certificates, opinions and information as the Administrative Agent

may reasonably request or require in form and substance reasonably satisfactory to the

Administrative Agent.

The contemporaneous exchange and release of executed signature pages by each

of the Persons contemplated to be a party hereto shall render this Agreement effective and any

such exchange and release of such executed signature pages by all such persons shall constitute

satisfaction or waiver (as applicable) of any condition precedent to such effectiveness set forth

above.  Each Lender on the Effective Date acknowledges receipt of, and satisfaction with, each

of the documents set forth above.

SECTION 4.02Conditions to Each Credit Event. The obligation of each

Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter

of Credit, including in each case any such extension of credit on the Effective Date, is

additionally subject to the satisfaction of the following conditions:

(a)the representations and warranties of the Obligors set forth in this

Agreement and in the other Loan Documents shall be true and correct in all material respects

(other than any representation or warranty already qualified by materiality or Material Adverse

Effect, which shall be true and correct in all respects) on and as of the 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)at the time of and immediately after giving effect to such Loan or the date

of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default

or Event of Default shall have occurred and be continuing or would result from such extension of

credit after giving effect thereto and to the use of proceeds thereof on a pro forma basis;

(c)no Borrowing Base Deficiency shall exist at the time of and immediately

after giving effect to such extension of credit and either (i) the aggregate Covered Debt Amount

(after giving effect to such Loan) shall not exceed the Borrowing Base reflected on the

Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the

Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the

Covered Debt Amount (after giving effect to such Loan) shall not exceed the Borrowing Base

after giving effect to such Loan as well as any concurrent acquisitions of Portfolio Investments

by the Borrower or payment of outstanding Loans or Other Covered Indebtedness;

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(d)after giving effect to such extension of credit, the Borrower shall be in pro

forma compliance with each of the covenants set forth in Section 6.07; and

(e)the proposed date of such extension of credit shall take place during the

Availability Period.

Each Borrowing, and each issuance, amendment, 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 Termination Date, the Borrower covenants and agrees with the Lenders

that:

SECTION 5.01Financial Statements and Other Information.  The Borrower

will furnish to the Administrative Agent for distribution to each Lender (provided that, the

Administrative Agent shall not be required to distribute any document or report to any Lender to

the extent such distribution would cause the Administrative Agent to breach or violate any

agreement that it has with another Person (including any non-reliance or non-disclosure letter

with any Approved Third-Party Appraiser)):

(a)within 90 days after the end of each fiscal year of the Borrower

(commencing with the fiscal year ending December 31, 2018), the audited consolidated balance

sheet and the related audited consolidated statements of operations, audited consolidated

statements of changes in net assets, audited consolidated statements of cash flows and related

audited consolidated schedule of investments of the Borrower and its Subsidiaries on a

consolidated basis as of the end of and for such year, setting forth in each case in comparative

form the figures for the previous fiscal year (to the extent full fiscal year information is

available), all reported on by Ernst & Young LLP or 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 Subsidiaries on a consolidated basis in accordance with GAAP consistently applied

(which report shall be unqualified as to going concern and scope of audit and shall not contain

any explanatory paragraph or paragraph of emphasis with respect to going concern); provided

that the requirements set forth in this clause (a) may be fulfilled by providing to the

Administrative Agent for distribution to each Lender the report filed by the Borrower with the

SEC on Form 10-K for the applicable fiscal year;

(b)within 45 days after the end of each of the first three (3) fiscal quarters of

each fiscal year of the Borrower (commencing with the fiscal quarter ending March 31, 2019),

the consolidated balance sheet and the related consolidated statements of operations,

consolidated statements of changes in net assets, consolidated statements of cash flows and

related consolidated schedule of investments of the Borrower and its Subsidiaries on a

consolidated basis as of the end of and for such fiscal quarter and the then elapsed portion of the

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fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the

statement of assets and liabilities, as of the end of) the corresponding period or periods of the

previous fiscal year (to the extent such information is available for 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 Subsidiaries on a

consolidated basis in accordance with GAAP consistently applied, subject to normal year-end

audit adjustments and the absence of footnotes; provided that the requirements set forth in this

clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each

Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly

period;

(c)concurrently with any delivery of financial statements under clause (a) or

(b) of this Section, a certificate of a Financial Officer of the Borrower (i) to the extent the

requirements in clauses (a) and (b) of this Section are not fulfilled by the Borrower delivering the

applicable report delivered to (or filed with) the SEC, certifying that such statements are

consistent with the financial statements filed by the Borrower with the SEC, (ii) certifying as to

whether the Borrower has knowledge that a Default has occurred and is continuing during the

most recent period covered by such financial statements and, if a Default has occurred and is

continuing during such period (or has occurred and is continuing from a prior period), specifying

the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting

forth reasonably detailed calculations (which reconcile to the financial statements) demonstrating

compliance with Sections 6.01(b), (h) and (k), 6.03(e), (g) and (i), 6.04(j), 6.05(b) and (d) and

6.07, (iv) 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 (and has not been previously

reported to the Administrative Agent), specifying the effect of such change on the financial

statements accompanying such certificate, and (v) attaching a list of Subsidiaries as of the date of

delivery of such certificate or a confirmation that there is no change in such information since the

date of the last such list;

(d)as soon as available and in any event not later than thirty (30) calendar

days after the end of each monthly accounting period (ending on the last day of each calendar

month) of the Borrower and its Subsidiaries, commencing with the monthly accounting period

ending February 28, 2019, a Borrowing Base Certificate as of the last day of such accounting

period (which Borrowing Base Certificate shall include: (i) an Excel schedule containing

information substantially similar to the information included on the Excel schedule included in

the Borrowing Base Certificate delivered to the Administrative Agent on the Effective Date and

(ii) a calculation of the External Quoted Value in accordance with methodologies described in

Sections 5.12(b)(ii)(A)(w), (x), (y) and (z));

(e)promptly but no later than two Business Days after any Financial Officer

of the Borrower shall at any time have knowledge (based upon facts and circumstances known to

him) that there is a Borrowing Base Deficiency or knowledge that the Borrowing Base has

declined by more than 15% from the Borrowing Base stated in the Borrowing Base Certificate

last delivered by the Borrower to the Administrative Agent (other than in connection with an

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asset sale or return of capital the proceeds of which are used to prepay the Loans), a Borrowing

Base Certificate as at the date such Financial Officer has knowledge of such Borrowing Base

Deficiency or decline indicating the amount of the Borrowing Base Deficiency or decline as at

the date such Financial Officer obtained knowledge of such deficiency or decline;

(f)promptly upon receipt thereof copies of all significant and non-routine

written reports submitted to the management or 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 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)[reserved];

(h)to the extent not previously delivered, within 45 days after the end of each

of the first three (3) fiscal quarters of each fiscal year of the Borrower and within 90 days after

the end of the fourth fiscal quarter of each fiscal year of the Borrower, all final internal and

external valuation reports relating to the Eligible Portfolio Investments (including all valuation

reports delivered by an Approved Third-Party Appraiser in connection with the quarterly

appraisals of Unquoted Investments in accordance with Section 5.12(b)(ii)(B), but excluding any

valuation reports provided to the Administrative Agent by the Independent Valuation Provider),

and any other information relating to the Eligible Portfolio Investments as reasonably requested

by the Administrative Agent or any other Lender;

(i)to the extent not otherwise provided by the Custodian, within thirty (30)

days after the end of each month, full, correct and complete updated copies of custody reports

(including, to the extent available, (i) activity reports with respect to Cash and Cash Equivalents

included in the calculation of the Borrowing Base, (ii) an itemized list of each account and the

amounts therein with respect to Cash and Cash Equivalents included in the calculation of the

Borrowing Base and (iii) an itemized list of each Portfolio Investment held in any Custodian

Account owned by the Borrower or any of its Subsidiary reflecting all assets being held in any

Custodian Account owned by the Borrower or any of its Subsidiaries or otherwise subject to the

Custodian Agreement;

(j)within 45 days after the end of each of the first three fiscal quarters of the

Borrower and 90 days after the end of each fiscal year of the Borrower, a certificate of a

Financial Officer of the Borrower certifying that attached thereto is a complete and correct

description of all Portfolio Investments as of the date thereof, including, with respect to each

such Portfolio Investment, the name of the Borrower or Subsidiary holding such Portfolio

Investment and the amounts held by each;

(k)to the extent such information is not otherwise available in the financial

statements delivered pursuant to clause (a) or (b) of this Section, upon the reasonable request of

the Administrative Agent, within five (5) Business Days of the due date set forth in clause (a) or

(b) of this Section for any quarterly or annual financial statements, as the case may be, a schedule

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prepared in accordance with GAAP setting forth in reasonable detail with respect to each

Portfolio Investment owned by the Borrower or any of its Subsidiaries (other than Financing

Subsidiaries) where there has been a realized gain or loss in the most recently completed fiscal

quarter, (i) the cost basis of such Portfolio Investment, (ii) the realized gain or loss associated

with such Portfolio Investment, (iii) the associated reversal of any previously unrealized gains or

losses associated with such Portfolio Investment, (iv) the proceeds received with respect to such

Portfolio Investment representing repayments of principal during the most recently ended fiscal

quarter, and (v) any other amounts received with respect to such Portfolio Investment

representing exit fees or prepayment penalties during the most recently ended fiscal quarter;

(l)any change in the information provided in the Beneficial Ownership

Certification, if any, delivered to a Lender that would result in a change to the list of beneficial

owners identified in such certificate;

(m)information and documentation reasonably requested by the

Administrative Agent or any Lender for purposes of compliance with applicable “know your

customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the

Beneficial Ownership Regulation; and

(n)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 with the terms of this Agreement and the other Loan Documents, as the

Administrative Agent or any Lender may reasonably request.

SECTION 5.02Notices of Material Events.  Promptly after the Borrower

becoming aware of any of the following, the Borrower will furnish to the Administrative Agent

and each Lender prompt written notice of the following:

(a)the occurrence of any Default or Event of 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 (i) within the time periods set forth herein

and (ii) before the Borrower became aware of such Default, the failure to provide notice of such

Default shall not itself result in an Event of Default hereunder;

(b)the filing or commencement of any action, suit or proceeding by or before

any arbitrator or Governmental Authority against or affecting the Borrower or any of its

Affiliates that, if adversely determined, could 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, could reasonably be expected to result in a Material Adverse

Effect; and

(d)any other development (excluding matters of a general economic, financial

of political nature to the extent that they could not reasonably be expected to have a

disproportionate effect on the Borrower) that results in, or could reasonably be expected to result

in, a Material Adverse Effect.

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Each notice delivered under this Section 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 5.03Existence; 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 its business;

provided that the foregoing shall not prohibit any merger, consolidation, liquidation or

dissolution permitted under Section 6.03.

SECTION 5.04Payment of Obligations.  The Borrower will, and will cause

each of its Subsidiaries to, pay its obligations, including material contractual obligations, that, if

not paid, could reasonably be expected to result in a Material Adverse Effect 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 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 could not reasonably be expected to result in a

Material Adverse Effect.

SECTION 5.05Maintenance 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 its business in good working order and condition, ordinary

wear and tear excepted, (b) maintain, with financially sound and reputable insurance companies,

insurance in such amounts and against such risks as are customarily maintained by externally

managed business development companies and (c) upon the reasonable request of the

Administrative Agent, promptly deliver to the Administrative Agent any certificate or certificates

from the Borrower’s insurance broker or other documentary evidence, in each case,

demonstrating the effectiveness of, or any changes to, such insurance.

SECTION 5.06Books and Records; Inspection and Audit Rights.

(a)Books and Records; Inspection Rights.  The Borrower will, and will cause

each of its Subsidiaries to, keep, or cause to be kept, books of record and account in accordance

with GAAP.  The Borrower will, and will cause each of its Subsidiaries to, permit any

representatives designated by the Administrative Agent or any Lender, upon reasonable prior

notice to the Borrower and, in the case of representatives designated by the Administrative

Agent, at the sole expense of the Borrower, to (i) visit and inspect its properties during normal

business hours, to examine and make extracts from its books and records, and (ii) 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

information can be provided or discussed without violation of law, rule or regulation (it being

understood that the Obligors will use their commercially reasonable efforts to be able to provide

such information not in violation of law, rule or regulation); provided that the Borrower or such

Subsidiary shall be entitled to have its representatives and advisors present during any inspection

of its books and records; provided, further, that the Borrower shall not be required to pay for

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more than two (2) such visits and inspections in any calendar year unless an Event of Default has

occurred and is continuing at the time of any subsequent visits and inspections during such

calendar year.

(b)Audit Rights.  The Borrower will, and will cause each of its Subsidiaries

(other than Financing Subsidiaries) to, permit any representatives designated by Administrative

Agent (including any consultants, accountants and lawyers retained by the Administrative

Agent) to conduct evaluations of the Borrower’s computation of the Borrowing Base and the

assets included in the Borrowing Base (including, for clarity, audits of any Agency Accounts,

funds transfers and custody procedures), all at such reasonable times and as often as reasonably

requested.  The Borrower shall pay the reasonable, documented out-of-pocket fees and expenses

of representatives retained by the Administrative Agent to conduct any such evaluation; provided

that the Borrower shall not be required to pay such fees and expenses for more than one such

evaluation during any calendar year unless an Event of Default has occurred and is continuing at

the time of any subsequent evaluation during such calendar year.  The Borrower also agrees to

modify or adjust the computation of the Borrowing Base and/or the assets included in the

Borrowing Base, to the extent required by the Administrative Agent or the Required Lenders as a

result of any such evaluation indicating that such computation or inclusion of assets is not

consistent with the terms of this Agreement, provided that if the Borrower demonstrates that such

evaluation is incorrect, the Borrower shall be permitted to re-adjust its computation of the

Borrowing Base.

(c)Notwithstanding the foregoing, nothing contained in this Section 5.06

shall impair or affect the rights of the Administrative Agent under Section 5.12(b)(ii) in any

respect.

SECTION 5.07Compliance with Laws and Agreements.  The Borrower will,

and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the

Investment Company Act (if applicable to such Person), and orders of any Governmental

Authority applicable to it (including orders issued by the SEC) or its property and all indentures,

agreements and other instruments, except where the failure to do so, individually or in the

aggregate, could not reasonably be expected to result in a Material Adverse Effect.  Policies and

procedures will be maintained and enforced by or on behalf of the Borrower that are designed in

good faith and in a commercially reasonable manner to promote and achieve compliance, in the

reasonable judgment of the Borrower, by the Borrower and each of its Subsidiaries and, when

acting on behalf of the Borrower or any of its Subsidiaries, their respective directors, officers,

employees and agents with any applicable Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08Certain Obligations Respecting Subsidiaries; Further

Assurances.

(a)Subsidiary Guarantors.

(i)In the event that (1) the Borrower or any of its Subsidiaries shall form or

acquire any new Subsidiary (other than a Financing Subsidiary, a CFC, an Immaterial

Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary”

within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC,

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an Immaterial Subsidiary or a Transparent Subsidiary); (2) any Structured Subsidiary

shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (in

which case such Person shall be deemed to be a “new” Subsidiary for purposes of this

Section 5.08); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary”

pursuant to the definition thereof  (in which case such Person shall be deemed to be a

“new” Subsidiary for purposes of this Section 5.08); (4) any CFC shall no longer

constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be

deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent

Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the

definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary

for purposes of this Section 5.08); or (6) any Immaterial Subsidiary shall no longer

constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case

such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08),

the Borrower will, in each case, on or before thirty (30) days (or, in the case of the

acquisition of Alpine, 90 days, and in each case such longer period as may be agreed to

by the Administrative Agent in its sole discretion) following such Person becoming a

Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial

Subsidiary, as the case may be, no longer qualifying as such, cause such new Subsidiary

or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former

Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and,

thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a

Guarantee Assumption Agreement and to deliver such proof of corporate or other action,

incumbency of officers, opinions of counsel and other documents as is consistent with

those delivered by the Borrower pursuant to Section 4.01 on the Effective Date and as the

Administrative Agent shall have reasonably requested.

(ii)The Borrower acknowledges that the Administrative Agent and the

Lenders have agreed to exclude each Structured Subsidiary, each SBIC Subsidiary, each

CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for

so long as such Person qualifies as a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”,

“Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the

definition thereof, and thereafter such Person shall no longer constitute a “Structured

Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial

Subsidiary”, as applicable, for any purpose of this Agreement or any other Loan

Document.

(b)Ownership of Subsidiaries.  The Borrower will, and will cause each of its

Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its

Subsidiaries is a direct or indirect wholly owned Subsidiary; provided that the foregoing shall not

prohibit any transaction permitted under Section 6.03 or 6.04, so long as after giving effect to

such permitted transaction each of the remaining Subsidiaries is a direct or indirect 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 as shall reasonably be requested by

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the Administrative Agent to effectuate the purposes and objectives of this Agreement.  Without

limiting the generality of the foregoing, the Borrower will, and will cause each of the Subsidiary

Guarantors, to:

(i)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 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 the Borrower) and the holders of any Secured Longer-Term Indebtedness, perfected

first-priority 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;

(ii)with respect to each deposit account or securities account of the Obligors

(other than (A) any such account that is maintained by the Borrower in its capacity as

“servicer” for a Financing Subsidiary or any Agency Account, (B) any such accounts

which hold solely money or financial assets of a Financing Subsidiary, (C) any payroll

account so long as such payroll account is coded as such, (D) withholding tax and

fiduciary accounts or any trust account maintained solely on behalf of a Portfolio

Investment, (E) any checking account of the Obligors in which the aggregate value of

deposits therein, together with all other such accounts under this clause (E), does not at

any time exceed $1,000,000, provided that the Borrower will, and will cause each of its

Subsidiary Guarantors to, use commercially reasonable efforts to obtain control

agreements governing any such account in this clause (E), and (F) any account in which

the aggregate value of deposits therein, together with all other such accounts under this

clause (F), does not at any time exceed $75,000; provided that in the case of each of the

foregoing clauses (A) through (F), no other Person (other than the depository institution

at which such account is maintained) shall have “control” (within the meaning of the

Uniform Commercial Code) over such account, cause each 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” (within the meaning of the Uniform Commercial Code) over each

such deposit account or securities account (each, a “Control Account”) and in that

connection, the Borrower agrees, subject to Sections 5.08(c)(iv) and (v) below, to cause

all cash and other proceeds of Portfolio Investments received by any Obligor to be

immediately deposited into a Control Account (or otherwise delivered to, or registered in

the name of, the Collateral Agent) and, both prior to and following such deposit, delivery

or registration such cash and other proceeds shall be held in trust by the Borrower for the

benefit and as the property of the Collateral Agent and shall not be commingled with any

other funds or property of such Obligor or any other Person (including with any money or

financial assets of the Borrower in its capacity as “servicer” for a Structured Subsidiary,

or any money or financial assets of a Structured Subsidiary, or any money or financial

assets of the Borrower in its capacity as an “agent” or “administrative agent” for any

other Bank Loans subject to Section 5.08(c)(v) below);

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(iii)cause the Financing Subsidiaries to execute and deliver to the

Administrative Agent such certificates and agreements, in form and substance reasonably

satisfactory to the Administrative Agent, as it shall determine are necessary to confirm

that such Financing Subsidiary qualifies or continues to qualify as a “Structured

Subsidiary” or an “SBIC Subsidiary”, as applicable, pursuant to the definitions thereof;

(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 a Financing Subsidiary holds any interest in the

loans or other extensions of credit under such loan documents, (x) cause such Financing

Subsidiary to be party to such underlying loan documents as a “lender” having a direct

interest (or a participation interest not acquired from such Borrower or other Obligor) in

such underlying loan documents and extensions of credit thereunder; and (y) ensure that,

subject to Section 5.08(c)(v) below, all amounts owing to any Obligor by the underlying

borrower or other obligated party are remitted by the borrower or obligated party (or the

applicable administrative agents, collateral agents or equivalent Person) directly  to the

Custodian Account and no other amounts owing by such underlying borrower or

obligated party are remitted to the Custodian Account;

(v)in the event that any Obligor is acting as an agent or administrative agent

under any loan documents with respect to any Bank Loan (or is acting in an analogous

agency capacity under any agreement related to any Portfolio Investment) and such

Obligor does not hold all of the credit extended to the underlying borrower or issuer

under the relevant underlying loan documents or other agreements, ensure that (1) all

funds held by such Obligor in such capacity as agent or administrative agent are

segregated from all other funds of such Obligor and clearly identified as being held in an

agency capacity (an “Agency Account”); (2) all amounts owing on account of such Bank

Loan or Portfolio Investment by the underlying borrower or other obligated party are

remitted by such borrower or obligated party to either (A) such Agency Account or

(B) directly to an account in the name of the underlying lender to whom such amounts are

owed (for the avoidance of doubt, no funds representing amounts owing to more than one

underlying lender may be remitted to any single account other than the Agency Account);

and (3) within two (2) Business Days after receipt of such funds, such Obligor acting in

its capacity as agent or administrative agent shall distribute any such funds belonging to

any Obligor to the Custodian Account (provided that if any distribution referred to in this

clause (v) is not permitted by applicable bankruptcy law to be made within such two (2)

Business Day period as a result of the bankruptcy of the underlying borrower, such

Obligor shall use commercially reasonable efforts to obtain permission to make such

distribution and shall make such distribution as soon as legally permitted to do so); and

(vi)in the case of any Portfolio Investment held by any Financing Subsidiary,

including any cash collection related thereto, ensure that such Portfolio Investment shall

not be held in any Custodian Account, or any other account of any Obligor.

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SECTION 5.09Use 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 in the ordinary course of business, including making distributions not

prohibited by this Agreement and the acquisition and funding (either directly or indirectly as

permitted hereunder) of leveraged loans, mezzanine loans, high-yield securities, convertible

securities, preferred stock, common stock and other Investments in each case to the extent

otherwise permitted hereunder; 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 will be used in violation of applicable law, rule or regulation or, directly or indirectly,

for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin

Stock.  On the Effective Date, the first day (if any) an Obligor acquires any Margin Stock and at

any other time requested by the Administrative Agent or any Lender, the Borrower shall furnish

to the Administrative Agent and each Lender a statement to the foregoing effect in conformity

with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation

U.  Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not

directly or indirectly secured by Margin Stock (within the meaning of Regulation U), or with the

proceeds of equity capital of the Borrower.  No Obligor will (and each Obligor will procure that

its Subsidiaries and its or their respective directors, officers, employees and agents shall not)

directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds (I)

to any Person for the purpose of financing the activities or business of or with any Person, or in

any country or territory, that, at the time of such funding, is, or whose government is, the subject

of any Sanctions or in any other manner that would result in a violation of Sanctions by any

Person or (II) in violation of Anti-Corruption Laws or for any payments to any governmental

official or employee, political party, official of a political party, candidate for political office, or

anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain

any improper advantage, in violation of any Anti-Corruption Laws.  For the avoidance of doubt,

Letters of Credit may be issued to support obligations of any Portfolio Company; provided that

the underlying obligations of such Portfolio Company to the applicable Obligors in respect of

such Letters of Credit shall not be included in the Borrowing Base.

SECTION 5.10Status of RIC and BDC.  The Borrower shall at all times

maintain its status as a “business development company” under the Investment Company Act

and as a RIC under the Code.

SECTION 5.11Investment Policies; Valuation Policy.  The Borrower shall at

all times be in compliance in all material respects with its Investment Policies and its Valuation

Policy, in each case as amended by Permitted Policy Amendments.

SECTION 5.12Portfolio Valuation and Diversification Etc.  (i)  Industry

Classification Groups.  For purposes of this Agreement, the Borrower shall assign each Eligible

Portfolio Investment to an Industry Classification Group as reasonably determined by the

Borrower. To the extent that the Borrower reasonably determines that any Eligible Portfolio

Investment is not correlated with the risks of other Eligible Portfolio Investments in an Industry

Classification Group, such Eligible Portfolio Investment may be assigned by the Borrower to an

Industry Classification Group that is more closely correlated to such Eligible Portfolio

Investment.  In the absence of adequate correlation, the Borrower shall be permitted to, upon

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notice to the Administrative Agent for distribution to each Lender, create up to three additional

industry classification groups for purposes of this Agreement; provided that no more than three

different additional industry classification groups may be created pursuant to this paragraph (a).

(b)Portfolio Valuation Etc.

(i)Settlement-Date Basis.  For purposes of this Agreement and the other

Loan Documents, all determinations of whether a Portfolio Investment is an Eligible

Portfolio Investment shall be determined on a Settlement-Date Basis, provided that no

such investment shall be included as an Eligible 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 Eligible Portfolio Investments as follows:

(A)Quoted Investments External Review.  With respect to Eligible

Portfolio Investments (including Cash Equivalents) traded in an active and orderly

market for which market quotations are readily available (“Quoted Investments”),

the Borrower shall, 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 of the following methodologies as selected by

the Borrower (each such value, an “External Quoted Value”):

(w)in the case of public and 144A securities, the

average of the most recent bid prices as determined by two Approved

Dealers selected by the Borrower,

(x)in the case of Bank Loans, the average of the most

recent bid prices as determined by two Approved Dealers selected by the

Borrower or an Approved Pricing Service which makes reference to at

least two Approved Dealers with respect to such Bank Loans,

(y)in the case of any Quoted Investment traded on an

exchange, the closing price for such Eligible Portfolio Investment most

recently posted on such exchange,

(z)in the case of any other Quoted Investment, the fair

market value thereof as determined by an Approved Pricing Service; and

(B)Unquoted Investments External Review.  With respect to all

Portfolio Investments owned by an Obligor for which market quotations are not

readily available (“Unquoted Investments”), the Borrower shall value such

Unquoted Investments in a manner consistent with its Valuation Policy, but in any

event including the valuation of at least 35% of the Value (to be determined as of

the last available Borrowing Base Certificate) of all Unquoted Investments

included in the Borrowing Base by an Approved Third-Party Appraiser which

shall assist the Directing Body of the Borrower in determining the fair market

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value of such Unquoted Investments, as of the last day of each fiscal quarter

(values determined in accordance with this sub-clause (B) are referred to as

“Borrower External Unquoted Values”), such assistance each quarter to include

providing the Directing Body of the Borrower (with a copy to the Administrative

Agent) with a written independent valuation report.  Each such valuation report

shall also include the information required to comply with paragraph (16) of

Schedule 1.01(c).

(C)Internal Review.  The Borrower shall conduct internal reviews to

determine the value of all Eligible Portfolio Investments in accordance with its

Valuation Policy at least once each calendar quarter, and shall conduct internal

reviews with respect to the Eligible Portfolio Investments at least once each

calendar week for the purpose of reviewing and discussing the Borrower’s asset

portfolio (which shall take into account any events of which the Borrower has

knowledge that adversely affect the value of any Eligible Portfolio Investment

(other than in an immaterial manner)) (each such value established pursuant to

this clause (C), an “Internal Value”).

(D)Failure of Borrower 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 sub-clauses (A),

(B) or (C) then the “Value” of such Portfolio Investment for purposes of the

Borrowing Base as at such date shall be deemed to be zero for purposes of the

Borrowing Base.

(E)Value of Quoted Investments. Subject to Section 5.12(b)(iii), the

“Value” of each Quoted Investment for all purposes of this Agreement shall be

the lowest of (1) the Internal Value of such Quoted Investment as most recently

determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (2) the External

Quoted Value of such Quoted Investment as most recently determined pursuant to

Section 5.12(b)(ii)(A) and (3) if such Quoted Investment is a debt investment, the

par or face value of such Quoted Investment.

(F)Value of Unquoted Investments. Subject to Section 5.12(b)(iii),

(x)if the Internal Value of any Unquoted Investment as

most recently determined by the Borrower pursuant to

Section 5.12(b)(ii)(C) falls below, or within the range of (as applicable),

the Applicable External Value of such Unquoted Investment as most

recently determined pursuant to Section 5.12(b)(ii)(B), then the “Value” of

such Unquoted Investment for all purposes of this Agreement shall be

deemed to be the lower of (i) the Internal Value and (ii) if such Unquoted

Investment is a debt investment, the par or face value of such Unquoted

Investment; and

(y)if the Internal Value of any Unquoted Investment as

most recently determined by the Borrower pursuant to

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Section 5.12(b)(ii)(C) falls above the Applicable External Value (or, as

applicable, the range thereof) of such Unquoted Investment as most

recently determined pursuant to Section 5.12(b)(ii)(B) (and the Applicable

External Value of such Unquoted Investment is such Borrower External

Unquoted Value), then the “Value” of such Unquoted Investment for all

purposes of this Agreement shall be deemed to be the lower of (i) the

midpoint of the range of the Borrower External Unquoted Value and (ii) if

such Unquoted Investment is a debt investment, the par or face value of

such Unquoted Investment.

except that if an Unquoted Investment is acquired during a fiscal quarter, the

“Value” of such Unquoted Investment shall be deemed to be equal to the lowest

of (i) the Internal Value of such Unquoted Investment as determined by the

Borrower pursuant to Section 5.12(b)(ii)(C), (ii) the cost of such Unquoted

Investment; and (iii) if such Unquoted Investment is a debt investment, the par or

face value of such Unquoted Investment, until such time as the Borrower External

Unquoted Value of such Unquoted Investment is determined (or required to be

determined) in accordance with Section 5.12(b)(ii)(B) .

(G)Actions Upon a Borrowing Base Deficiency. If, based upon such

weekly internal review, the Borrower determines that a Borrowing Base

Deficiency exists, then the Borrower shall, promptly and in any event within two

Business Days as provided in Section 5.01(e), deliver a Borrowing Base

Certificate reflecting the new amount of the Borrowing Base and shall take the

actions, and make prepayments (and, to the extent necessary, provide cover for

Letters of Credit as contemplated by Section 2.04(k)), but only to the extent

required by Section 2.09(b).

(H)Initial Value of Assets.  Notwithstanding anything to the contrary

contained herein, from the Effective Date until the date when the valuation reports

are required to be delivered under Section 5.01(h) for the quarter ending March

31, 2019, the Value of any Portfolio Investment included in the Borrowing Base

shall be the Value as determined in a manner consistent with this Section 5.12

and, with respect to assets acquired before the Effective Date, as delivered to the

Administrative Agent on or prior to the Effective Date.

(iii)Testing of Values

(A)Each February 28, April 30, July 31 and October 31 of each

calendar year, commencing on April 30, 2019 (or such other dates as are agreed to

by the Borrower and the Administrative Agent, but in no event less frequently

than once per calendar quarter, each a “Valuation Testing Date”), the

Administrative Agent through an Independent Valuation Provider will value those

Portfolio Investments selected by the Administrative Agent and communicated in

writing to the Borrower at least ten (10) days prior to the applicable Valuation

Testing Date (and which, for the avoidance of doubt, may include Portfolio

Investments other than Unquoted Investments) (values assigned pursuant to this

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Section 5.12(b)(iii)(A), together with values assigned by an Independent

Valuation Provider pursuant to Section 5.12(b)(iii)(C) below, the “Agent External

Values”); provided that the assets that the Administrative Agent will have the

right to value under this Section 5.12(b)(ii)(A) will not exceed assets with a Value

approximately equal to the Calculation Amount (as defined below).  For the

avoidance of doubt, Unquoted Investments that are part of the Collateral but not

included in the Borrowing Base as of a Valuation Testing Date shall not be

subject to testing under this Section 5.12(b)(iii); provided that such Unquoted

Investment shall continue to be excluded from the Borrowing Base until such time

as the Borrower determines (subject to the other terms and conditions contained

herein) to include it in the Borrowing Base.

(B)For purposes of this Agreement, the “Calculation Amount” shall be

equal to the greater of (a)(i) 125% of the Adjusted Covered Debt Balance (to be

determined as of the last available Borrowing Base Certificate) minus (ii) the sum

of the Values of all Quoted Investments included in the Borrowing Base (the

determination of fair value for such percentage thresholds to be based off of the

last determination of value of the Portfolio Investments pursuant to this Section

5.12) and (b) 10% of the aggregate Value (or as near thereto as reasonably

practicable) of all Unquoted Investments included in the Borrowing Base (to be

determined as of the last available Borrowing Base Certificate); 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 (to be determined as of the last available Borrowing Base

Certificate) be tested by the Independent Valuation Provider on any Valuation

Testing Date.

(C)Supplemental Testing of Values:  Notwithstanding the foregoing,

the Administrative Agent, individually or at the request of the Required Lenders,

shall at any time have the right, solely for purposes of the Borrowing Base, to

request in its reasonable discretion any Portfolio Investment included in the

Borrowing Base with a value assigned by the Borrower (other than Portfolio

Investments with Agent External Values as of the most recent Valuation Testing

Date) to be independently valued by an Independent Valuation Provider for

purposes of the Borrowing Base.  There shall be no limit on the number of such

appraisals requested by the Administrative Agent in its reasonable discretion and,

subject to Section 5.12(b)(iv)(C) below, the costs of any such valuation shall be at

the expense of the Borrower.

(D)Value Dispute Resolution: If the difference in the Value of any

Portfolio Investment determined by the Borrower pursuant to Section 5.12(b)(ii)

and any Agent External Value is (1) less than or equal to 5% of the Value thereof,

then the Borrower’s Value shall be used, (2) greater than 5% and less than or

equal to 20% of the Value thereof, then the Value of such Portfolio Investment

shall be the average of the Value determined by the Borrower pursuant to Section

5.12(b)(ii) and the Agent External Value and (3) greater than 20% of the Value

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thereof, then either (i) the Value shall be the lesser of the two Values or (ii) if the

Borrower so elects, the Borrower and the Administrative Agent shall retain (at the

Borrower’s sole cost and expense) an additional Approved Third-Party Appraiser

and the Value of such Portfolio Investment shall be the average of the three

valuations (with the lesser of the Agent External Value and the value determined

by the Borrower pursuant to Section 5.12(b)(ii) to be used until the third Value is

obtained).  For purposes of this Section 5.12(b)(iii)(C), if the Agent External

Value is a range, then the Value shall be deemed the midpoint of the range.

(E)Failure of Administrative Agent to Determine Values.  If the

Administrative Agent shall fail to determine the value, at any date pursuant to this

Section 5.12(b)(iii), of any Eligible Portfolio Investment identified to the

Borrower in advance of such date as a result of any action, inaction or lack of

cooperation of the Borrower or any of its Affiliates, then the “Value” of such

Eligible Portfolio Investment shall be deemed to be zero.  If the Administrative

Agent shall fail to determine the value, at any date pursuant to this Section

5.12(b)(iii), of any Eligible Portfolio Investment identified to the Borrower in

advance of such date for any other reason, then the Value of such Eligible

Portfolio Investment shall be the lower of the Internal Value and, if such

Unquoted Investment is a debt investment, the par or face value of such Eligible

Portfolio Investment; provided, however that if a Borrower Eternal Unquoted

Value has been obtained with respect to such asset for the quarterly period

immediately preceding the current quarterly period, then the “Value” of such

Eligible Portfolio will be determined as provided in Section 5.2(b)(ii)(F) above.

(iv)Generally Applicable Valuation Provisions

(A)The Value of any Portfolio Investment for which the Independent

Valuation Provider’s value is used shall be the midpoint of the range (if any)

determined by the Independent Valuation Provider.  The Independent Valuation

Provider 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)All valuations shall be on a Settlement-Date Basis.  For the

avoidance of doubt, 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 determined in good faith in accordance with

this Section 5.12.

(C)Subject to the last sentence of Section 9.03(a), the reasonable and

documented out-of-pocket costs of any valuation reasonably incurred by the

Administrative Agent under this Section 5.12 shall be at the expense of the

Borrower; provided that the Borrower’s obligation to reimburse valuation costs

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incurred by the Administrative Agent under Section 5.12(b)(iii)(C) shall under no

circumstances be in excess of the IVP Supplemental Cap.

(D)The values determined by the Independent Valuation Provider

shall be deemed to be “Information” hereunder and subject to Section 9.13 hereof.

(E)The Administrative Agent shall provide a copy of the final results

of any valuation received by the Administrative Agent and performed by the

Independent Valuation Provider or an Approved Third-Party Appraiser to any

Lender within ten (10) Business Days after such Lender’s request, except to the

extent that such recipient has not executed and delivered a non-reliance letter,

confidentiality agreement or similar agreement requested or required by such

Independent Valuation Provider or Approved Third-Party Appraiser, as

applicable.

(F)The foregoing valuation procedures shall only be required to be

used for purposes of calculating the Borrowing Base and related concepts and

shall not be required to be utilized by the Borrower for any other purpose,

including, without limitation, the delivery of financial statements or valuations

required under ASC820 or the Investment Company Act.

(G)The Administrative Agent shall notify the Borrower of its receipt

of the written final results of any such test within ten (10) Business Days after its

receipt thereof and shall provide a copy of such results and the related report to

the Borrower within ten (10) Business Days after the Borrower’s request.

(c)Investment Company Diversification Requirements.  The Borrower

(together with its Subsidiaries to the extent required by the Investment Company Act) will at all

times 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 periods set forth in the Code, comply with

the portfolio diversification and similar requirements set forth in the Code applicable to RICs.

(d)Alpine Participation Interests.  The Value attributable to any Alpine

Participation Interest shall be the Value determined with respect to the underlying portfolio

investment related to such Alpine Participation Interest in accordance with this Section 5.12,

provided that (x) any participation interest that does not satisfy the definition of Alpine

Participation Interest shall be zero and (y) the Value of any Alpine Participation Interest from

and after the date that is 90 days after Amendment No. 3 Effective Date (or such longer period of

time as agreed to by the Administrative Agent) shall be zero, in each case for purposes of this

Agreement.

SECTION 5.13Calculation 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 Eligible Portfolio Investment

(excluding any cash held by the Administrative Agent pursuant to Section 2.04(k)) by (y) the

applicable Advance Rate; provided that:

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(a)the Advance Rate applicable to the aggregate Value of all Eligible

Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is

composed entirely of Eligible Portfolio Investments issued by fewer than 20 different issuers;

(b)the Advance Rate applicable to that portion of the aggregate Value of the

Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or

other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible

Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the

calculation of fair value for purposes of this subclause shall be made without taking into account

any Advance Rate) (the “Total Eligible Portfolio”), shall be 50% of the otherwise applicable

Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of

Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other

entities in accordance with GAAP exceeding 7.5% of the Total Eligible Portfolio shall be 0%;

(c)the Advance Rate applicable to that portion of the Total Eligible Portfolio

issued by Portfolio Companies in the same Industry Classification Group that exceeds (x) 20% of

the Total Eligible Portfolio for each of the Two Largest Industry Classification Groups, and (y)

15% of the Total Eligible Portfolio for any other industry sector, shall be 0%;

(d)the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government

Securities or Performing First Lien Bank Loans that exceeds 30% of the Total Eligible Portfolio

shall be 0%;

(e)the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing Mezzanine Investments, Performing High Yield

Securities, Performing PIK Obligations and Performing DIP Loans that exceeds 20% of the Total

Eligible Portfolio shall be 0%;

(f)the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible

Portfolio shall be 0%;

(g)the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing DIP Loans that exceeds 10% of the Total Eligible

Portfolio shall be 0%; and

(h)the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing Covenant-Lite Loans (excluding, for clarity, Broadly

Syndicated Loans) that exceeds 10% of the Total Eligible Portfolio shall be 0%.

For all purposes of this Section 5.13, (A) all issuers of Eligible 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) and (B) to the extent the Total Eligible Portfolio

is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to

choose the Eligible Portfolio Investments to be so removed to effect such reduction.  For the

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avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless,

among the other requirements set forth in this Agreement, (i) such Investment is subject only to

Eligible Liens, (ii) such Investment is Transferable and (iii) such Investment meets all of the

other criteria set forth on Schedule 1.01(c) hereto.  In addition, as used herein, the following

terms have the following meanings:

“Advance Rate” means, as to any Eligible Portfolio Investment and subject to

adjustment as provided above, the following percentages with respect to such Eligible Portfolio

Investment:

Eligible Portfolio Investment Unquoted Quoted
Cash and Cash Equivalents (including Short-Term U.S.<br><br>Government Securities) n/a 100%
Long-Term U.S. Government Securities n/a 95%
Performing Broadly Syndicated Loans n/a 75%
Performing First Lien Bank Loans 70% 75%
Performing First Lien Middle Market Loans 65% 70%
Performing Last Out Loans 60% 60%
Performing Second Lien Bank Loans 55% 60%
Performing High Yield Securities 45% 50%
Performing Mezzanine Investments and Performing Covenant-<br><br>Lite Loans 40% 45%
Performing PIK Obligations and Performing DIP Loans 20% 20%
All other Portfolio Investments (including all Non-Performing<br><br>Portfolio Investments) 0% 0%

provided, that at any time the Consolidated Asset Coverage Ratio is less than 167% (as reported

in the most recently delivered monthly Borrowing Base Certificate pursuant to Section 5.01(d)),

every Advance Rate in the table above that is below the line for “Performing First Lien Middle

Market Loans” shall be five percentage points less than the applicable rate indicated in the table.

For the avoidance of doubt, the categories above are intended to be indicative of the traditional

investment types.  All determinations of whether a particular Portfolio Investment belongs to one

category or another shall be made by the Borrower on a consistent basis with the foregoing.  For

example, a secured bank loan solely at a holding company, the only assets of which are the

shares of an operating company, may constitute Mezzanine Investments, but would not

ordinarily constitute a First Lien Bank Loan.

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“Bank Loans” means debt obligations (including, without limitation, term loans,

revolving loans, debtor-in-possession financings, the funded portion of revolving credit lines and

letter of credit facilities and other similar loans and investments including interim loans, bridge

loans and second lien loans) that are generally provided under a syndicated loan or credit facility

or pursuant to any loan agreement or other similar credit facility, whether or not syndicated.

“Broadly Syndicated Loan” means any syndicated loan that is widely distributed

and (i) that has a tranche size of $250,000,000 or greater, (ii) that is a Performing First Lien Bank

Loan, (iii) that is rated by both S&P and Moody’s and is rated at least B- and B3, respectively,

for any measurement date, and (iv) that is a Quoted Investment.

“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.

“Covenant-Lite Loan” means a Bank Loan (other than a Broadly Syndicated

Loan) that does not require the Portfolio Company thereunder to comply with at least one

financial maintenance covenant (including, without limitation, any covenant relating to a

borrowing base, asset valuation or similar asset-based requirement), in each case, regardless of

whether compliance with one or more incurrence covenants is otherwise required by such Bank

Loan.

“Defaulted Obligation” means any Investment in Indebtedness (a) as to which, (x)

a default as to the payment of principal and/or interest has occurred and is continuing for a period

of thirty two (32) consecutive days with respect to such Indebtedness (without regard to any

grace period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has

occurred and the holders of such Indebtedness have accelerated all or a portion of the principal

amount thereof as a result of such default; (b) as to which a default as to the payment of principal

and/or interest has occurred and is continuing on another material debt obligation of the Portfolio

Company under such Indebtedness which is senior or pari passu in right of payment to such

Indebtedness; (c) as to which the Portfolio Company under such Indebtedness or others have

instituted proceedings to have such Portfolio Company adjudicated bankrupt or insolvent or

placed into receivership and such proceedings have not been stayed or dismissed or such

Portfolio Company has filed for protection under the United States Bankruptcy Code or any

similar foreign proceeding (unless, in the case of clause (b) or (c), such Indebtedness is a DIP

Loan, in which case it shall not be deemed to be a Defaulted Obligation under such clause); (d)

as to which a default rate of interest has been and continues to be charged for more than 120

consecutive days, or foreclosure on collateral for such Indebtedness has been commenced and is

being pursued by or on behalf of the holders thereof; or (e) as to which the Borrower has

delivered written notice to the Portfolio Company declaring such Indebtedness in default or as to

which the Borrower otherwise exercises significant remedies following a default.

“DIP Loan” means any Bank Loan (whether revolving or term) that is originated

after the commencement of a case under Chapter 11 of the Bankruptcy Code by a Portfolio

Company, which is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code

or a debtor as defined in Section 101(13) of the Bankruptcy Code in such case (a “Debtor”)

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organized under the laws of the United States or any state therein and domiciled in the United

States, which loan satisfies the following criteria:  (a) the DIP Loan is duly authorized by a final

order of the applicable bankruptcy court or federal district court under the provisions of

subsection (b), (c) or (d) of 11 U.S.C. Section 364; (b) the Debtor’s bankruptcy case is still

pending as a case under the provisions of Chapter 11 of Title 11 of the Bankruptcy Code and has

not been dismissed or converted to a case under the provisions of Chapter 7 of Title 11 of the

Bankruptcy Code; (c) the Debtor’s obligations under such loan have not been (i) disallowed, in

whole or in part, or (ii) subordinated, in whole or in part, to the claims or interests of any other

Person under the provisions of 11 U.S.C. Section 510; (d) the DIP Loan is secured and the Liens

granted by the applicable bankruptcy court or federal district court in relation to the Loan have

not been subordinated or junior to, or pari passu with, in whole or in part, to the Liens of any

other lender under the provisions of 11 U.S.C. Section 364(d) or otherwise; (e) the Debtor is not

in default on its obligations under the loan; (f) neither the Debtor nor any party in interest has

filed a Chapter 11 plan with the applicable federal bankruptcy or district court that, upon

confirmation, would (i) disallow or subordinate the loan, in whole or in part, (ii) subordinate, in

whole or in part, any Lien granted in connection with such loan, (iii) fail to provide for the

repayment, in full and in cash, of the loan upon the effective date of such plan or (iv) otherwise

impair, in any manner, the claim evidenced by the loan; (g) the DIP Loan is documented in a

form that is commercially reasonable; (h) the DIP Loan shall not provide for more than 50% (or

a higher percentage with the consent of the Required Lenders) of the proceeds of such loan to be

used to repay prepetition obligations owing to all or some of the same lender(s) in a “roll-up” or

similar transaction; (i) no portion of the DIP Loan is payable in consideration other than cash;

and (j) no portion of the DIP Loan has been credit bid under Section 363(k) of the Bankruptcy

Code or otherwise.  For the purposes of this definition, an order is a “final order” if the

applicable period for filing a motion to reconsider or notice of appeal in respect of a permanent

order authorizing the Debtor to obtain credit has lapsed and no such motion or notice has been

filed with the applicable bankruptcy court or federal district court or the clerk thereof.

“EBITDA” means the consolidated net income of the applicable Person

(excluding extraordinary, unusual or non-recurring gains and extraordinary losses (to the extent

excluded in the definition of “EBITDA”, adjusted EBITDA, adjusted consolidated EBITDA or

such similar term as may be used in the applicable documentation) in the relevant agreement

relating to the applicable Eligible 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 Eligible 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 Eligible Portfolio Investment, provided that such adjustments are usual and customary

and substantially comparable to market terms for substantially similar debt of other similarly

situated borrowers at the time such relevant agreements are entered into as reasonably

determined in good faith by the Borrower.

“Eligible Liens” has the meaning assigned to such term in Section 1.01 of this

Agreement.

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“Eligible Portfolio Investment” 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 on all or substantially all of the assets of the

respective borrower and guarantors obligated in respect thereof, and which has the most senior

pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation

proceedings; provided, however, that, in the case of accounts receivable and inventory (and the

proceeds thereof), such lien and security interest may be second in priority to a Permitted Prior

Working Capital Lien; and further provided that any portion of such a Bank Loan (other than a

Broadly Syndicated Loan) which has a total debt to EBITDA ratio above 4.50 to 1.00 will, in

each case, have the advance rates of a Second Lien Bank Loan applied to such portion and such

portion of such Bank Loan which has a total debt to EBITDA ratio above 6.00 to 1.00 will, in

each case, have the advance rates of a Mezzanine Investment applied to such portion.  For the

avoidance of doubt, in no event shall a First Lien Bank Loan include a Last Out Loan.

“High Yield Securities” means debt Securities, 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) and (c) that are not Cash

Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or

Bank Loans.

“Last Out Loan” means, with respect to any loan that would otherwise qualify as a

First Lien Bank Loan but is a term loan structured in a first out tranche and a last out tranche

(with the first out tranche entitled to a lower interest rate but priority with respect to payments),

that portion of such Bank Loan that is the last out tranche; provided that:

(a) such last out tranche is entitled (along with the first out tranche) to the benefit

of a first lien and first priority perfected security interest on all or substantially all of the assets of

the respective borrower and guarantors obligated in respect thereof (subject to customary

exceptions), and which has the most senior pre-petition priority in any bankruptcy,

reorganization, arrangement, insolvency, or liquidation proceedings (taking into account the

payment priority of the first out tranche and subject to customary permitted liens as contemplated

by the applicable credit facility documents);

(b) the ratio of (x) the amount of the first out tranche to (y) EBITDA of the

underlying obligor does not at any time exceed 2.25 to 1.00;

(c) such last out tranche (i) gives the holders of such last out tranche full

enforcement rights during the existence of an event of default (subject to customary exceptions,

including standstill periods and if the holders of the first out tranche have previously exercised

enforcement rights), (ii) shall have the same maturity date as the first out tranche, (iii) is entitled

to the same representations, covenants and events of default as the holders of the first out tranche

(subject to customary exceptions), and (iv) provides the holders of such last out tranche with

customary protections (including, without limitation, consent rights with respect to (1) any

increase of the principal balance of the first out tranche, (2) any increase of the margins (other

than as a result of the imposition of default interest) applicable to the interest rates with respect to

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the first out tranche,  (3) any reduction of the final maturity of the first out tranche, and (4)

amending or waiving any provision in the underlying loan documents that is specific to the

holders of such last out tranche); and

(d) such first out tranche is not subject to multiple drawings (unless, at the time of

such drawing and after giving effect thereto, the ratio referenced in clause (b) above is not

exceeded).

For clarity, any last out loan that complies with subsection (a) above, but fails to

qualify under any of (b), (c) and/or (d) above, will have the advance rates of a Second Lien Bank

Loan (to the extent it otherwise meets the definition of Second Lien Bank Loan) applied to such

Loan.

“Letter of Credit Collateral Account” has the meaning set forth in the definition of

“Cash Collateralize”.

“Long-Term U.S. Government Securities” means U.S. Government Securities

maturing more than three months 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))  (a) issued by public or

private Portfolio Companies, (b) issued without registration under the Securities Act, (c) not

issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder),

(d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other

debt of the same Portfolio Company and (ii) a loan that is not a First Lien Bank Loan, a Last Out

Loan, a Second Lien Bank Loan, a Covenant-Lite Loan or a High Yield Security.

“Non-Performing Portfolio Investment” means any Eligible Portfolio Investment

that is not a Performing (as defined below) Eligible Portfolio Investment.

“Performing” means, with respect to any Eligible Portfolio Investment, that such

Eligible Portfolio Investment (i) is not a Defaulted Obligation, (ii) other than with respect to DIP

Loans, does not represent debt or Capital Stock of an issuer that has issued any Defaulted

Obligation and (iii) is not on non-accrual (provided that for this clause (iii), any Eligible

Portfolio Investment that is on “PIK non-accrual” may continue to be Performing for so long as

such Eligible Portfolio Investment is not a PIK Obligation).

“Performing Covenant-Lite Loans” means funded Covenant-Lite Loans that (a)

are not PIK Obligations and (b) are Performing.

“Performing DIP Loans” means funded DIP Loans that (a) are not PIK

Obligations and (b) are not Defaulted Obligations.

“Performing First Lien Bank Loans” means funded First Lien Bank Loans that (a)

are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.

“Performing First Lien Middle Market Loans” means funded First Lien Bank

Loans to a Portfolio Company with trailing 12 month EBITDA of less than $15,000,000 that (a)

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are not PIK Obligations, DIP Loans, Covenant-Lite Loans, Last Out Loans or Second Lien Bank

Loans and (b) are Performing.

“Performing High Yield Securities” means funded High Yield Securities that (a)

are not PIK Obligations or DIP Loans and (b) are Performing.

“Performing Last Out Loans” means funded Last Out Loans that (a) are not PIK

Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.

“Performing Mezzanine Investments” means funded Mezzanine Investments that

(a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.

“Performing PIK Obligations” means PIK Obligations that (a) are not DIP Loans

and (b) are Performing.

“Performing Second Lien Bank Loans” means Second Lien Bank Loans that (a)

are not PIK Obligations, DIP Loans, Covenant-Lite Loans or Last Out Loans and (b) are

Performing.

“Permitted Foreign Jurisdiction” means Canada, Belgium, France, Germany,

Ireland, Luxembourg, the Netherlands, Australia, New Zealand, Denmark, Norway, Sweden and

Switzerland and the United Kingdom.

“Permitted Foreign Jurisdiction Portfolio Investment” means any Portfolio

Investment that meets the eligibility criteria under paragraph (8) of Schedule 1.01(c) by reference

to a Permitted Foreign Jurisdiction.

“Permitted Prior Working Capital Lien” means, with respect to a Portfolio

Company that is a borrower under a Bank Loan, a security interest to secure a working capital

facility for such Portfolio Company in the accounts receivable and/or inventory (and all related

property and all proceeds thereof) of such Portfolio Company and any of its subsidiaries that are

guarantors of such working capital facility; provided that (i) such Bank Loan has a second

priority lien on such accounts receivable and/or inventory, as applicable (and all related property

and all proceeds thereof), (ii) such working capital facility is not secured by any other assets

(other than a second priority lien, subject to the 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 principal amount of such working capital facility is not

at any time greater than 15% of the aggregate enterprise value of the Portfolio Company (as

determined pursuant to the enterprise value as determined at closing of the transaction, and

thereafter an enterprise value for the applicable Portfolio Company determined in a manner

consistent with the valuation methodology applied in the valuation for such Portfolio Company

as determined by the Investment Advisor (so long as it has the necessary delegated authority) or

the Directing Body of the Borrower in a commercially reasonable manner including the use of an

Approved Third-Party Appraiser in the case of Unquoted Investments).

“PIK Obligation” means an obligation that provides that any portion of the

interest accrued for a specified period of time or until the maturity thereof is, or at the option of

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the obligor may be, added to the principal balance of such obligation or otherwise deferred and

accrued rather than being paid in cash, provided that any such obligation shall not constitute a

PIK Obligation if it (i) is a fixed rate obligation and requires payment of interest in cash on an at

least semi-annual basis at a rate of not less than 8% per annum or (ii) is not a fixed rate

obligation and requires payment of interest in cash on an at least semi-annual basis at a rate of

not less than 4.5% per annum in excess of the applicable index.

“Restructured Investment” means, as of any date of determination, (a) any

Portfolio Investment that has been a Defaulted Obligation within the past six months, (b) any

Portfolio Investment that has in the past six months been on cash non-accrual, or (c) any

Portfolio Investment that has in the past six months been amended or subject to a deferral or

waiver if both (i) the effect of such amendment, deferral or waiver is either, among other things,

to (1) change the amount of previously required scheduled debt amortization (other than by

reason of repayment thereof) or (2) extend the tenor of previously required scheduled debt

amortization, in each case such that the remaining weighted average life of such Portfolio

Investment is extended by more than 20% and (ii) the reason for such amendment, deferral or

waiver is related to the deterioration of the credit profile of the underlying borrower such that, in

the absence of such amendment, deferral or waiver, it is reasonably expected by the Borrower

that such underlying borrower either (x) will not be able to make any such previously required

scheduled debt amortization payment or (y) is anticipated to incur a breach of a material financial

covenant.  A DIP Loan shall not be deemed to be a Restructured Investment, so long as it does

not meet the conditions of the definition of Restructured Investment.  An “exit” financing for an

obligor that emerges from a case under Chapter 11 of the Bankruptcy Code in accordance with a

Chapter 11 plan that has been duly confirmed by the federal bankruptcy court exercising

jurisdiction over the obligor pursuant to a final non-appealable order and such “exit” financing

has been duly approved by a final non-appealable order of the federal bankruptcy court

exercising jurisdiction over the obligor in connection with the confirmed Chapter 11 plan of the

obligor shall not be deemed to be a Restructured Investment, so long as such “exit” financing is a

new facility and does not otherwise meet the conditions of the definition of Restructured

Investment.

“Second Lien Bank Loan” means a Bank Loan (other than a First Lien Bank Loan

and a Last Out Loan) that is entitled to the benefit of a first and/or second lien and first and/or

second priority perfected security interest on all or substantially all of the assets of the respective

borrower and guarantors obligated in respect thereof; and provided further that any portion of

such Bank Loan which has a total debt to EBITDA ratio above 6.00x will, in each case, have the

advance rates of a Mezzanine Investment applied to such portion.

“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.

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“Short-Term U.S. Government Securities” means U.S. Government Securities

maturing within three months of the applicable date of determination.

“Structured Finance Obligation” means any obligation issued by a special purpose

vehicle (or any similar obligor in the principal business of offering, originating or financing

pools of receivables or other financial assets) and secured directly by, referenced to, or

representing ownership of or investment in, a pool of receivables or other financial assets of any

obligor, including collateralized loan obligations, collateralized debt obligations and mortgage-

backed securities, or any finance lease.  For the avoidance of doubt, if an obligation satisfies this

definition of “Structured Finance Obligation”, such obligation (a) shall not qualify as any other

category of Portfolio Investment and (b) shall not be included in the Borrowing Base.

“Third Party Finance Company” means a Person that is (i) an operating company

with employees, officers and directors and (ii) in the primary business of originating loans or

factoring or financing receivables, inventory or other current assets.

“Transferable” means:  (i) the applicable Obligor may create a security interest in

or pledge all of its rights under and interest in such Portfolio Investment to secure its obligations

under this Agreement or any other Loan Document, and that such pledge or security interest may

be enforced in any manner permitted under applicable law; and (ii)  such Portfolio Investment

(and all documents related thereto) contains no provision that directly or indirectly restricts the

assignment of such Obligor’s, or any assignee of such Obligor’s, rights under such Portfolio

Investment (including any requirement that the Borrower maintain a minimum ownership

percentage of such Portfolio Investment); provided that, such Portfolio Investment may contain

the following restrictions on customary and market based terms: (a) restrictions pursuant to

which assignments may be subject to the consent of the obligor or issuer or agent under the

Portfolio Investment so long as the applicable provision also provides that such consent may not

be unreasonably withheld, (b) customary restrictions in respect of minimum assignment amounts,

(c) restrictions on transfer to parties that are not ‘eligible assignees’ within the customary and

market based meaning of the term, and (d) restrictions on transfer to the applicable obligor or

issuer under the Portfolio Investment or its equity holders or financial sponsor entities or

competitors or, in each case, their affiliates; provided, further, that in the event that an Obligor is

a party to an intercreditor arrangement with other lenders thereof with payment rights or lien

priorities that are junior or senior to the rights of such Obligor, such Portfolio Investment may be

subject to customary and market based rights of first refusal, rights of first offer and purchase

rights in favor, in each case, of such other lenders thereof (so long as the Value used in

determining the Borrowing Base is not greater than the amount of such right of first refusal, first

offer or purchase rights).

“U.S. Government Securities” has the meaning assigned to such term in Section

1.01 of this Agreement.

“Value” means, with respect to any Eligible Portfolio Investment, the value

thereof determined for purposes of this Agreement in accordance with Section 5.12(b)(ii) or

5.12(b)(iii), as applicable.

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SECTION 5.14Taxes.   Each of the Borrower and its Subsidiaries will timely

file or cause to be timely filed all material Tax returns that are required to be filed by it and will

pay all Taxes for which it is directly or indirectly liable and any assessments made against it or

any of its property and all other Taxes, fees or other charges imposed on it or any of its property

by any Governmental Authority, except Taxes that are being contested in good faith by

appropriate proceedings, and with respect to which reserves in conformity with GAAP are

provided on the books of the Borrower or its Subsidiaries, as the case may be.  The charges,

accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of

Taxes and other governmental charges will be adequate in accordance with GAAP.

SECTION 5.15Post-Closing Matters.  Notwithstanding anything to the

contrary contained herein, within thirty (30) days (or such longer period as may be agreed by the

Administrative Agent in its sole discretion), the Borrower shall deliver an executed control

agreement in form and substance reasonably satisfactory to the Administrative Agent in respect

of the Borrower’s account #7000009618 held at State Street Global Markets, LLC; provided that,

for the avoidance of doubt, assets in such account shall not be included in the Borrowing Base

prior to delivery of such control agreement.

ARTICLE VI.

NEGATIVE COVENANTS

Until the Termination Date, the Borrower covenants and agrees with the Lenders

that:

SECTION 6.01Indebtedness.  The Borrower will not nor will it permit any of

its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

(a)Indebtedness created under this Agreement;

(b)(i) Unsecured Shorter-Term Indebtedness in an aggregate principal

amount not to exceed $25,000,000 at any time outstanding, plus, without duplication, from and

after the date that is nine months prior to the maturity of any applicable Specified Notes, the

outstanding principal amount of such Specified Notes (which, for the avoidance of doubt shall

not be in excess of the amounts set forth in the applicable definitions thereof) and (ii) Secured

Longer-Term Indebtedness, so long as, in the case of each clause (i) and (ii), (w) no Default or

Event of Default exists at the time of the incurrence, refinancing or replacement thereof (or

immediately after the incurrence, refinancing or replacement thereof), (x) prior to and

immediately after giving effect to the incurrence, refinancing or replacement thereof, the

Borrower is in pro forma compliance with each of the covenants set forth in Section 6.07, and on

the date of such incurrence, refinancing or replacement the Borrower delivers to the

Administrative Agent a certificate of a Financial Officer to such effect, (y) prior to and

immediately after giving effect to the incurrence, refinancing or replacement thereof, the

Covered Debt Amount does not or would not exceed the Borrowing Base then in effect and

(z) on the date of the incurrence, refinancing or replacement thereof, the Borrower delivers to the

Administrative Agent and each Lender a Borrowing Base Certificate as at such date

demonstrating compliance with subclause (y) after giving effect to such incurrence, refinancing

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or replacement.  For purposes of preparing such Borrowing Base Certificate, (A) the Value of

any Quoted Investment shall be the most recent quotation available for such Eligible Portfolio

Investment and (B) the Value of any Unquoted Investment shall be the Value set forth in the

Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent

pursuant to Section 5.01(d) or (e) or if an Unquoted Investment is acquired after the delivery of

the Borrowing Base Certificate most recently delivered, the Value of such Unquoted Investment

shall be equal to the lowest of (i) the Internal Value of such Unquoted Investment as determined

by the Borrower pursuant to Section 5.12(b)(ii)(C), (ii) the cost of such Unquoted Investment;

and (iii) if such Unquoted Investment is a debt investment, the par or face value of such

Unquoted Investment; provided, that the Borrower shall reduce or increase, as applicable, the

Value of any Eligible Portfolio Investment referred to in this subclause (B), in a manner

consistent with the valuation methodology set forth in Section 5.12, to the extent necessary to

take into account any events of which the Borrower has knowledge that adversely or positively,

as applicable, affect the value of any Eligible Portfolio Investment;

(c)Unsecured Longer-Term Indebtedness, so long as (x) no Default or Event

of Default exists at the time of the incurrence, refinancing or replacement thereof (or

immediately after the incurrence, refinancing or replacement thereof) and (y) prior to and

immediately after giving effect to the incurrence, refinancing or replacement thereof, the

Borrower is in pro forma compliance with each of the covenants set forth in Section 6.07 and on

the date of such incurrence, refinancing or replacement (or such later date as the Administrative

Agent may agree in its sole discretion) the Borrower delivers to the Administrative Agent a

certificate of a Financial Officer to such effect;

(d)Indebtedness of Financing Subsidiaries; provided that (i) except for any

such Indebtedness incurred prior to the Effective Date, on the date that such Indebtedness is

incurred (for clarity, with respect to any and all revolving loan facilities, term loan facilities,

staged advance loan facilities or any other credit facilities, “incurrence” shall be deemed to take

place at the time such facility is entered into, and not upon each borrowing thereunder), prior to

and immediately after giving effect to the incurrence thereof, the Borrower is in pro forma

compliance with each of the covenants set forth in Section 6.07 and on the date of such

incurrence (or such later date as the Administrative Agent may agree in its sole discretion)

Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect

and (ii) in the case of revolving loan facilities or staged advance loan facilities, upon each

borrowing thereunder, the Borrower is in pro forma compliance with each of the covenants set

forth in Section 6.07;

(e)repurchase obligations arising in the ordinary course of business with

respect to U.S. Government Securities;

(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)obligations of the Borrower under a Permitted SBIC Guarantee and

obligations (including Guarantees) in respect of Standard Securitization Undertakings;

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(h)Indebtedness of the Borrower under any Hedging Agreements entered into

in the ordinary course of the Borrower’s business and not for speculative purposes, in an

aggregate amount not to exceed $20,000,000 at any time outstanding (for the avoidance of doubt,

the amount of any Indebtedness under any Hedging Agreement shall be the amount such Obligor

would be obligated for under such Hedging Agreement if such Hedging Agreement were

terminated at the time of determination);

(i)Indebtedness in respect of judgments or awards that have been in force for

less than the applicable period for taking an appeal, so long as such judgments or awards do not

constitute an Event of Default;

(j)Indebtedness (i) of an Obligor to any other Obligor, (ii) of a Financing

Subsidiary to any Obligor to the extent such Indebtedness is an Investment permitted under

Section 6.04(e), (iii) of an Immaterial Subsidiary to any Obligor to the extent such Indebtedness

is an Investment permitted under Section 6.04(i) and (iv) of any other Subsidiary to any Obligor

to the extent such Indebtedness is an Investment permitted under Section 6.04(j); and

(k)additional Indebtedness not for borrowed money, in an aggregate amount

not to exceed $20,000,000 at any time outstanding.

SECTION 6.02Liens.  The Borrower will not, nor will it permit any of its

Subsidiaries 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 except:

(a)any Lien on any property or asset of the Borrower existing on the

Effective Date and set forth in Schedule 3.11(b), provided that (i) no such Lien shall extend to

any other property or asset of the Borrower or any of its Subsidiaries, 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;

(b)Liens created pursuant to the Security Documents;

(c)Liens on assets owned by Financing Subsidiaries;

(d)Permitted Liens;

(e)Liens on Equity Interests in any SBIC Subsidiary created in favor of the

SBA and Liens on Equity Interests in any Structured Subsidiary described in clause (a) of the

definition thereof in favor of and required by any lender providing third-party financing to such

Structured Subsidiary;

(f)Liens on assets owned by (i) Immaterial Subsidiaries created in favor of an

Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iii) and (ii)

any other Subsidiary (other than (1) an Obligor or (2) a Financing Subsidiary) created in favor of

an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iv); and

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(g)additional Liens securing Indebtedness not for borrowed money not to

exceed $5,000,000 in the aggregate at any time outstanding.

SECTION 6.03Fundamental Changes and Dispositions of Assets.  The

Borrower will not, nor will it permit any of its Subsidiaries (other than a Financing Subsidiary or

an Immaterial Subsidiary) 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 reorganize under the laws of a jurisdiction other than any jurisdiction in

the United States.  The Borrower will not, nor will it permit any of its Subsidiaries (other than a

Financing Subsidiary or an Immaterial Subsidiary) 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 of its Subsidiaries (other than Financing Subsidiaries or Immaterial Subsidiaries) to,

convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions,

any part of its assets (including Cash, Cash Equivalents and Equity Interests), whether now

owned or hereafter acquired, but excluding (x) assets (including Cash and Cash Equivalents but

excluding Portfolio Investments) sold or disposed of in the ordinary course of business of the

Borrower and its Subsidiaries (including to make expenditures of cash in the normal course of

the day-to-day business activities of the Borrower and its Subsidiaries (other than a Financing

Subsidiary)) and (y) subject to the provisions of clauses (d) and (e) below, Portfolio Investments.

The Borrower will not, nor will it permit any of its Subsidiaries to, file a certificate of division,

adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section

18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant

to applicable law with respect to any corporation, limited liability company, partnership or other

entity).

Notwithstanding the foregoing provisions of this Section:

(a)any Subsidiary 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 and a wholly owned Subsidiary Guarantor, the wholly owned

Subsidiary Guarantor shall be the continuing or surviving corporation;

(b)any Subsidiary of the Borrower 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 the Borrower may be sold,

transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor

of the Borrower;

(d)the Obligors may sell, transfer or otherwise dispose of Portfolio

Investments (other than to a Financing Subsidiary) so long as prior to and after giving effect to

such sale, transfer or other disposition (and any concurrent acquisitions of Portfolio Investments

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or payment of outstanding Loans or Other Covered Indebtedness) the Covered Debt Amount

does not exceed the Borrowing Base;

(e)the Obligors may sell, transfer or otherwise dispose of Portfolio

Investments (other than ownership interests in Financing Subsidiaries), Cash and Cash

Equivalents to a Financing Subsidiary (including, for clarity, as investments (debt or equity) or

capital contributions) so long as (i) prior to and immediately after giving effect to such sale,

transfer or other disposition (and any concurrent acquisitions of Portfolio Investments or

payment of outstanding Loans or Other Covered Indebtedness) the Covered Debt Amount does

not exceed the Borrowing Base and no Default or Event of Default exists, and the Borrower

delivers to the Administrative Agent a certificate of a Financial Officer to such effect, (ii) after

giving effect to such sale, transfer or other disposition (and any concurrent acquisitions of

Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness), either

(x) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately

prior to such sale, transfer or other disposition is not diminished as a result of such sale, transfer

or other disposition or (y) the Covered Debt Amount does not exceed 90% of the Borrowing

Base immediately after giving effect to such sale, transfer or other disposition (and any

concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other

Covered Indebtedness) and (iii) the Consolidated Asset Coverage Ratio calculated on a pro

forma basis after giving effect to such sale, transfer or other disposition (and any concurrent

acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered

Indebtedness) is not less than 160%; provided that, notwithstanding anything to the contrary

herein or in any other Loan Document, no Portfolio Investments, Cash or Cash Equivalents may

be transferred, directly or indirectly, to any Specified CLO following the Specified CLO

Effective Date.

(f)the Borrower may merge or consolidate with any other Person, so long as

(i) the Borrower is the continuing or surviving entity in such transaction and (ii) at the time

thereof and after giving effect thereto, no Default or Event of Default shall have occurred or be

continuing;

(g)the Borrower and its Subsidiaries 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;

(h)any Subsidiary of the Borrower may be liquidated or dissolved; provided

that in connection with such liquidation or dissolution, any and all of the assets of such

Subsidiary shall be distributed or otherwise transferred to the Borrower or any wholly owned

Subsidiary Guarantor of the Borrower; and

(i)an Obligor may transfer assets to a Financing Subsidiary for the sole

purpose of facilitating the transfer of assets from one Financing Subsidiary (or a Subsidiary that

was a Financing Subsidiary immediately prior to such disposition) to another Financing

Subsidiary, directly or indirectly through such Obligor (such assets, the “Transferred Assets”),

provided that (i) no Default or Event of Default exists or is continuing at such time, (ii) the

Covered Debt Amount shall not exceed the Borrowing Base at such time and (iii) the Transferred

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Assets were transferred to such Obligor by the transferor Financing Subsidiary on the same

Business Day that such assets are transferred by such Obligor to the transferee Financing

Subsidiary.

SECTION 6.04Investments. The Borrower will not, nor will it permit any of

its Subsidiaries to, acquire, make or enter into, or hold, any Investments except:

(a)operating deposit accounts and securities accounts with banks;

(b)Investments by the Borrower and the Subsidiary Guarantors in the

Borrower and the Subsidiary Guarantors;

(c)Hedging Agreements entered into in the ordinary course of the Borrower’s

business for financial planning and not for speculative purposes;

(d)Portfolio Investments by the Borrower and its Subsidiaries to the extent

such Portfolio Investments are permitted under the Investment Company Act (to the extent such

applicable Person is subject to the Investment Company Act) and the Investment Policies (as

amended by Permitted Policy Amendments);

(e)Investments in (or capital contribution to) Financing Subsidiaries to the

extent expressly permitted by Section 6.03(e) or 6.03(i);

(f)Investments by any Financing Subsidiary, Immaterial Subsidiary, CFC or

Transparent Subsidiary;

(g)Investments in Cash and Cash Equivalents;

(h)Investments described on Schedule 3.12(b) hereto;

(i)Investments in Immaterial Subsidiaries; and

(j)other Investments (including, for the avoidance of doubt, in Financing

Subsidiaries, Immaterial Subsidiaries, CFCs and Transparent Subsidiaries), in an aggregate

amount for all such Investments not to exceed $25,000,000 (for purposes of this clause (j), 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 dividends, distributions or

other payments received in cash in respect of capital or principal on account of such Investment

(other than, for the avoidance of doubt, interest or on account of taxes), provided that in no event

shall the aggregate amount of any Investment be less than zero, and provided further that the

amount of any Investment shall not be reduced by reason of any write-off of such Investment,

nor increased by way of 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 6.05Restricted Payments.  The Borrower will not, nor will it permit

any of its Subsidiaries (other than the Financing Subsidiaries) to, declare or make, or agree to

pay or make, directly or indirectly, any Restricted Payment, except that:

(a)the Borrower may declare or make, or agree to pay or make, dividends

with respect to the capital stock of the Borrower (including, for the avoidance of doubt, pursuant

to any distribution reinvestment plan of the Borrower) payable solely in additional shares of the

Borrower’s common stock;

(b)(1) the Borrower may declare or make, or agree to pay or make, 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 of the Borrower (or any

calendar year, as relevant) in amounts not to exceed the higher of (x) the net investment income

of the Borrower for the applicable fiscal year determined in accordance with GAAP and as

specified in the annual financial statements most recently delivered pursuant to Section 5.1(a)

and (y) 110% of the amount that is estimated by the Borrower in good faith to be required by the

Borrower to be distributed to: (i) allow the Borrower to satisfy the minimum distribution

requirements imposed by Section 852(a) of the Code (or any successor thereto) to maintain its

eligibility to be taxed as a RIC for any such taxable year, (ii) reduce to zero for any such taxable

year its liability for federal income taxes imposed on (y) its investment company taxable income

pursuant to Section 852(b)(1) of the Code (or any successor thereto), and (z) its net capital gain

pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero its

liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of

the Code (or any successor thereto) (the “Tax Amount”) (such higher amount of (x) and (y) (and

without, for the avoidance of doubt, taking into account the 110% multiplier), the “Required

Payment Amount”), and (2) with respect to any other Restricted Payment, if at the time of any

such Restricted Payment, (i) no Default or Event of Default shall have occurred and be

continuing, (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base

calculated on a pro forma basis after giving effect to any such Restricted Payment) and (iii) on

the date of such Restricted Payment (or such later date as the Administrative Agent may agree in

its sole discretion) the Borrower delivers to the Administrative Agent a Borrowing Base

Certificate as at such date demonstrating compliance with subclause (ii) above; provided that, in

connection with any Restricted Payment made pursuant to the Equity Repurchase Program, such

certificate shall not be required to be delivered until the next date the Borrower is required to

deliver a certificate pursuant to Section 5.01(c).  For purposes of preparing such Borrowing Base

Certificate, (A) the Value of any Quoted Investment shall be the most recent quotation available

for such Eligible Portfolio Investment, (B) the Value of any Unquoted Investment shall be the

Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower

pursuant to Section 5.01(d) or (e) or if an Unquoted Investment is acquired after the delivery of

the Borrowing Base Certificate most recently delivered, the Value of such Unquoted Investment

shall be equal to the lowest of (i) the Internal Value of such Unquoted Investment as determined

by the Borrower pursuant to Section 5.12(b)(ii)(C), (ii) the cost of such Unquoted Investment

and (iii) if such Unquoted Investment is a debt investment, the par or face value of such

Unquoted Investment; provided that the Borrower shall reduce or increase, as applicable, the

Value of any Eligible Portfolio Investment referred to in this subclause (B), in a manner

consistent with the valuation methodology set forth in Section 5.12,  to the extent necessary to

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take into account any events of which the Borrower has knowledge that adversely or positively,

as applicable, affect the value of such Portfolio Investment;

(c)the Subsidiaries of the Borrower may declare or make, or agree to pay or

make, directly or indirectly, Restricted Payments to the Borrower, to any Subsidiary Guarantor

or to any other entity to the extent the applicable Subsidiary is a wholly-owned Subsidiary of

such entity; and

(d)the Obligors may declare or make, or agree to pay or make, directly or

indirectly, Restricted Payments to repurchase Equity Interests of the Borrower from officers,

directors and employees of the Investment Advisor, the Borrower or any of its Subsidiaries or

their respective authorized representatives upon the death, disability or termination of

employment of such employees or termination of their seat on the Board of Directors of the

Investment Advisor, the Borrower or any of its Subsidiaries, in an aggregate amount not to

exceed $1,000,000 in any calendar year with unused amounts in any calendar year being carried

over to succeeding calendar years subject to a maximum of $2,000,000 in any calendar year.

For the avoidance of doubt, (1) the Borrower shall not declare any dividend to the

extent such declaration violates the provisions of the Investment Company Act that are

applicable to it and (2) the determination of the amounts referred to in paragraph (b) above shall

be made separately for the taxable year of the Borrower and the calendar year of the Borrower,

and the limitation on dividends or distributions imposed by such paragraphs shall apply

separately to the amounts so determined.

SECTION 6.06Certain Restrictions on Subsidiaries.  The Borrower will not

permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist

any indenture, agreement, instrument or other arrangement (other than (i) the Loan Documents,

(ii) any indenture, agreement, instrument or other arrangement pertaining to other Indebtedness

of the Borrower or its Subsidiaries permitted hereby to the extent any such indenture, agreement,

instrument or other arrangement does not prohibit, in each case in any material respect, or

impose materially adverse conditions upon, the material requirements applicable to the Borrower

and its Subsidiaries under the Loan Documents or (iii) 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 Borrower and its Subsidiaries to perform any other obligation under any of the

Loan Documents) that prohibits, in each case in any material respect, or imposes materially

adverse conditions upon, the incurrence or payment of Indebtedness for borrowed money of the

Borrower, the granting of Liens by the Borrower, the declaration or payment of dividends by the

Borrower, the making of Loans or the making of Investments or the sale, assignment, transfer or

other disposition of property, in each case of the Borrower.

SECTION 6.07Certain Financial Covenants.

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(a)Minimum Stockholders’ Equity.  After the Effective Date, the Borrower

will not permit Stockholders’ Equity as of the last day of any fiscal quarter of the Borrower to be

less than (x) with respect to each fiscal quarter ending on or prior to March 31, 2023, the sum of

(i) $394,077,101 plus (ii) 50% of the aggregate net proceeds of all sales of Equity Interests by the

Borrower after the Effective Date and (y) with respect to each fiscal quarter ending on or after

June 30, 2023, the sum of (i) $900,000,000 plus (ii) 50% of the aggregate net proceeds of all

sales of Equity Interests by the Borrower after the Amendment No. 4 Effective Date.

(b)Consolidated Asset Coverage Ratio.  After the Effective Date, the

Borrower will not permit the Consolidated Asset Coverage Ratio to be less than (x) 150% at any

time that Portfolio Investments that are Tier One Investments listed on the Investment Schedule

represent more than 70% of the total “fair value” of all Investments set forth on such Investment

Schedule, (y) 167% at any time that the Portfolio Investments that are Tier One Investments

listed on the Investment Schedule represent more than 60% but less than or equal to 70% of the

total “fair value” of all Investments set on such Investment Schedule and (z) 200% at any other

time (in each case after giving effect to any Exemptive Order granted by the SEC relating to the

exclusion of any indebtedness of any SBIC subsidiary from the definition of Senior Securities).

For purposes of this clause (b), “Tier One Investments” means Portfolio Investments that are

Cash, Cash Equivalents, Long-Term U.S. Government Securities and First Lien Bank Loans and

“Investment Schedule” means the consolidated schedule of investments set forth in the financial

statements of the Borrower most recently delivered pursuant to Section 5.01(a) or (b) or,

following the Effective Date but prior to the first such delivery, the consolidated schedule of

investments set forth in the draft financial statements of the Borrower attached to the draft report

to be filed by the Borrower with the SEC on Form 10-K for the fiscal year ending December 31,

2018 delivered to the Administrative Agent prior to the Effective Date.

(c)Liquidity Test.  After the Effective Date, the Borrower will not permit the

aggregate Value of the Eligible Portfolio Investments that can be converted to Cash in fewer than

10 Business Days without more than a 5% change in price to be less than 10% of the Covered

Debt Amount for more than 30 Business Days during any period when (x) the Adjusted Covered

Debt Balance is greater than 90% of the Adjusted Borrowing Base and (y) the Consolidated

Asset Coverage Ratio is less than 160%.

(d)Obligors’ Net Worth Test.  After the Effective Date, the Borrower will not

permit the Obligors’ Net Worth as of the last day of any fiscal quarter to be less than (x) with

respect to any fiscal quarter ending on or prior to March 31, 2023, $500,000,000 and (y) with

respect to any fiscal quarter ending on or after June 30, 2023, $750,000,000.

SECTION 6.08Transactions with Affiliates. The Borrower will not, and will

not permit any of its Subsidiaries to, enter into any transactions with any of its Affiliates, even if

otherwise permitted under this Agreement, except (a) transactions in the ordinary course of

business at prices and on terms and conditions not less favorable to the Borrower or such

Subsidiary (or, in the case of a transaction between an Obligor and a non-Obligor Subsidiary, not

less favorable to such Obligor) than could be obtained at the time on an arm’s-length basis from

unrelated third parties, (b) transactions between or among the Obligors not involving any other

Affiliate, (c) Restricted Payments permitted by Section 6.05, dispositions permitted by Section

6.03(e) and 6.03(i) and Investments permitted by Section 6.04(e), (d) the transactions provided in

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the Affiliate Agreements as the same may be amended in accordance with Section 6.11(b), (e)

existing transactions with Affiliates as set forth in Schedule 6.08, (f) the payment of

compensation and reimbursement of expenses of directors in a manner consistent with current

practice of the Borrower and general market practice, and indemnification to directors in the

ordinary course of business, and (g) co-investments with other funds or client accounts advised

by Barings shall be permitted to the extent permitted by applicable law and/or SEC guidance

(including exemptive relief from the SEC and/or a no-action letter).

SECTION 6.09Lines of Business.  The Borrower will not, nor will it permit

any of its Subsidiaries (other than Immaterial Subsidiaries) to, engage to any material extent in

any business other than in accordance with its Investment Policies as amended by Permitted

Policy Amendments.

SECTION 6.10No Further Negative Pledge.  The Borrower will not, and will

not permit any of its Subsidiaries 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 and documents with respect to Indebtedness permitted under Sections 6.01(b)(ii) and

6.01(k); (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further

Liens on the assets encumbered thereby; (c) customary restrictions contained in leases not

subject to a waiver; and (d) 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” under and as defined in the Guarantee and Security Agreement and does

not require 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 6.11Modifications of Indebtedness and Affiliate Agreements.  The

Borrower will not, and will not permit any of its Subsidiaries to, 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 Secured Longer-Term Indebtedness, Unsecured Longer-Term

Indebtedness or Unsecured Shorter-Term Indebtedness that would result in such Indebtedness

not meeting the requirements of the definition of “Secured Longer-Term Indebtedness”, clause

(B) of the definition of “Unsecured Longer-Term Indebtedness” or the definition of “Unsecured

Shorter-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless, in

the case of Unsecured Longer-Term Indebtedness, such Indebtedness would have been permitted

to be incurred as Unsecured Shorter-Term Indebtedness at the time of such modification,

supplement or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-

Term Indebtedness” (whereupon such Indebtedness shall be deemed to constitute “Unsecured

Shorter-Term Indebtedness” for all purposes of this Agreement); and

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(b)any of the Affiliate Agreements, 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.

The Administrative Agent and the Lenders hereby acknowledge and agree that the Borrower

may, at any time and from time to time, without the consent of the Administrative Agent, 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; provided that no such amendment, restatement or

modification shall, for so long as the Borrower complies with the terms of Section 5.08(a)(i)

hereof, cause a Financing Subsidiary to fail to be a “Financing Subsidiary” in accordance with

the definition thereof.

SECTION 6.12Payments of Longer-Term Indebtedness.  The Borrower will

not, nor will it permit any of its Subsidiaries 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 or involuntary payment or

prepayment of the principal of or interest on, or any other amount owing in respect of, any

Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes

(other than (i) to refinance any such Secured Longer-Term Indebtedness, Unsecured Longer-

Term Indebtedness or Specified Notes with Indebtedness permitted under Section 6.01(b)(ii) and

(c) and (ii) with the proceeds of any issuance of Equity Interests (in each case with respect to

clauses (i) and (ii) of this Section 6.12 to the extent not required to be used to repay Loans),

except (a) for regularly scheduled payments of 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,

and (y) any cash payment on account of interest or expenses on such convertible notes made by

the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this

clause (a)) or (b) for payments and prepayments of Secured Longer-Term Indebtedness required

to comply with requirements of Section 2.09(b).

SECTION 6.13Modification of Investment and Valuation Policies.  Other than

with respect to Permitted Policy Amendments, the Borrower will not amend, supplement, waive

or otherwise modify in any material respect the Investment Policies or its Valuation Policies as in

effect on the Effective Date.

SECTION 6.14SBIC Guarantees.  The Borrower will not, nor will it permit

any of its Subsidiaries to, cause or permit the occurrence of any event or condition that would

result in any recourse to any Obligor under any Permitted SBIC Guarantee.

SECTION 6.15Derivative Transactions.  The Borrower will not, nor will it

permit any of its Subsidiaries (other than any Financing Subsidiary) to, enter into any swap or

derivative transactions (including any total return swap) or other similar transactions or

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agreements except for Hedging Agreements to the extent permitted pursuant to Section 6.01(h)

and Section 6.04(c).

ARTICLE VII.

EVENTS OF DEFAULT

If any of the following events (“Events of Default”) shall occur and be continuing:

(a)(i) the Borrower shall fail to pay any principal of any Loan (including,

without limitation, any principal payable under Section 2.09(b) or (c)) 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 Cash Collateralize any LC Exposure as and when required by Section 2.04(k);

(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 by or on behalf of

the Borrower or any of its 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 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 (except

that such materiality qualifier shall not be applicable to any representation or warranty already

qualified by materiality or Material Adverse Effect);

(d)the Borrower shall fail to observe or perform any covenant, condition or

agreement contained in (i) Section 5.01(e), Section 5.03 (with respect to the Borrower’s and its

Subsidiaries’ existence only, and not with respect to the Borrower’s and its Subsidiaries’ rights,

licenses, permits, privileges or franchises), Sections 5.08(a) or (b), Section 5.09, Section 5.10,

Section 5.12(c), Section 5.15 or 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 or

(ii) Section 5.01(f) or Section 5.02 and, in the case of this clause (ii), such failure shall continue

unremedied for a period of five (5) or more days after the earlier of (A) notice thereof by the

Administrative Agent (given at the request of any Lender) to the Borrower and (B) a Financial

Officer of the Borrower’s actual knowledge of such failure;

(e)the Borrower or any 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) or (d) 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 (A) notice

thereof by the Administrative Agent (given at the request of any Lender) to the Borrower and (B)

a Financial Officer of the Borrower’s actual knowledge of such failure;

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(f)the Borrower or any of its Subsidiaries shall fail to make any payment

(whether of principal or interest and regardless of amount) in respect of any Material

Indebtedness, when and as the same shall become due and payable, taking into account any

applicable grace period;

(g)any event or condition occurs that (i) results in all or any portion of any

Material Indebtedness becoming due prior to its scheduled maturity or (ii) enables or permits

(after giving effect to any applicable grace periods) 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, unless, in the case of this clause (ii), 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;

provided that this clause (g) 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; or (2)

convertible debt that becomes due as a result of a contingent mandatory conversion or

redemption event provided such conversion or redemption is effectuated only in capital stock

that is not Disqualified Equity Interests (other than interest or expenses or fractional shares,

which may be payable in cash);

(h)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 Subsidiaries (other than Immaterial Subsidiaries) 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 Subsidiaries (other than Immaterial

Subsidiaries) 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 60 or more days or an order or

decree approving or ordering any of the foregoing shall be entered;

(i)the Borrower or any of its Subsidiaries (other than Immaterial

Subsidiaries) 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 (h) 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 Subsidiaries

(other than Immaterial Subsidiaries) 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;

(j)the Borrower or any of its Subsidiaries (other than Immaterial

Subsidiaries) shall become unable, admit in writing its inability or fail generally to pay its debts

as they become due;

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(k)there is rendered against the Borrower or any of its Subsidiaries (other

than Immaterial Subsidiaries) or any combination thereof (i) one or more judgments or orders for

the payment of money in an aggregate amount (as to all such judgments and orders) in excess of

$20,000,000 (to the extent not covered by independent third-party insurance as to which the

insurer has been notified of the potential claim and does not dispute coverage) or (ii) any one or

more non-monetary judgments that, individually or in the aggregate, has resulted in or could

reasonably be expected to result in a Material Adverse Effect and, in either case, (1) enforcement

proceedings, actions or collection efforts are commenced by any creditor upon such judgment or

order, or (2) there is a period of thirty (30) consecutive days during which such judgment is

undischarged or a stay of enforcement of such judgment, by reason of a pending appeal or

otherwise, is not in effect;

(l)an ERISA Event shall have occurred that, when taken together with all

other ERISA Events that have occurred, could reasonably be expected to result in a Material

Adverse Effect;

(m)a Change in Control shall occur;

(n)any SBIC Subsidiary shall become the subject of an enforcement action

and be transferred into liquidation status by the SBA;

(o)the Liens created by the Security Documents shall, at any time with

respect to Portfolio Investments held by Obligors having an aggregate Value in excess of 5% of

the aggregate Value of all Portfolio Investments held by Obligors, 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 (or any Obligor or any Affiliate of an Obligor shall so

assert in writing), free and clear of all other Liens (other than Liens permitted under Section 6.02

or under the respective Security Documents) except as a result of a disposition of Portfolio

Investments in a transaction or series of transactions permitted under this Agreement; 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 consecutive Business Days after the Borrower receives

written notice of such default thereof from the Administrative Agent and the continuance thereof

is a result of a failure of the Administrative Agent or the Collateral Agent to take an action

within their control;

(p)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, or

there shall be any actual invalidity of any guaranty thereunder or any Obligor or any Affiliate of

an Obligor shall so assert in writing;

(q)the Borrower or any of its Subsidiaries shall cause or permit the

occurrence of any condition or event that would result in any recourse to any Obligor under any

Permitted SBIC Guarantee; or

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(r)the Investment Advisor shall cease to be the investment advisor of the

Borrower;

then, and in every such event (other than an event described in clause (h),  (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

interest thereon and all fees and other obligations of the Borrower accrued hereunder and under

the other Loan Documents, 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 described in clause (h),  (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 and under

the other Loan Documents, 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, the Issuing

Bank or Lenders with LC Exposure representing more than 50% of the total LC Exposure

demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall

immediately Cash Collateralize such LC Exposure plus any accrued and unpaid interest thereon;

provided that the obligation to Cash Collateralize such LC Exposure 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 described in clause (h),

(i) or (j) of this Article.

ARTICLE VIII.

THE ADMINISTRATIVE AGENT

SECTION 8.01Appointment.

(a)Appointment of the Administrative Agent.  Each of the Lenders and the

Issuing Bank 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.

(b)Appointment of the Collateral Agent.  Each of the Lenders and the Issuing

Bank hereby irrevocably appoints the Collateral Agent as its 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

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Agent by the terms hereof or thereof, together with such actions and powers as are reasonably

incidental thereto.  In addition to the rights, privileges and immunities in the Guarantee and

Security Agreement, the Collateral Agent shall be entitled to all rights, privileges, immunities,

exculpations and indemnities of the Administrative Agent for such purpose and each reference to

the Administrative Agent in this Article VIII shall be deemed to include the Collateral Agent.

SECTION 8.02Capacity as Lender.  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 such

Person and its Affiliates may (without having to account therefor to any other Lender) accept

deposits from, lend money to, make investments in and generally engage in any kind of business

with the Borrower 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 the Borrower or any Subsidiary or other Affiliate thereof for services in connection with

this Agreement or otherwise without having to account for the same to the other Lenders.

SECTION 8.03Limitation of Duties; Exculpation.  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 or

Event of 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

bank serving as Administrative Agent or any of its Affiliates in any capacity.  The

Administrative Agent shall not be liable 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 gross negligence or willful misconduct as determined by a court of competent jurisdiction

by final and non-appealable judgment.  The Administrative Agent shall be deemed not to have

knowledge of any Default or Event of 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 creation, perfection or priority of any Lien

purported to be created by the Loan Documents or the value or the sufficiency of any Collateral

or (vi) 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.  Notwithstanding anything to the contrary contained herein, in no event shall the

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Administrative Agent be liable or responsible in any way or manner for the failure to obtain or

receive an Agent External Value for any asset or for the failure to send any notice required under

Section 5.12(b)(iii)(A).

SECTION 8.04Reliance.  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 or on behalf of the proper

Person or Persons, 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.

SECTION 8.05Sub-Agents.  The Administrative Agent may perform any and

all its duties and exercise its rights and powers by or through any one or more sub-agents

appointed by 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 Administrative Agent.

SECTION 8.06Resignation; Successor Administrative Agent.  The

Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the

Borrower.  Upon any such resignation, the Required Lenders shall have the right, with the

consent of the Borrower not to be unreasonably withheld (provided that no such consent shall be

required if an Event of Default has occurred and is continuing), to appoint a successor, which is

not a Disqualified Lender.  If no successor shall have been so appointed by the Required Lenders

and shall have accepted such appointment within 30 days after the retiring Administrative Agent

gives notice of its resignation, then the retiring Administrative Agent’s resignation shall

nonetheless become effective except that in the case of any collateral security held by the

Administrative Agent on behalf of the Lenders or the Issuing Bank 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

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to its predecessor unless otherwise agreed between the Borrower and such successor.  After the

Administrative Agent’s resignation hereunder, the provisions of this Article VIII 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.

SECTION 8.07Reliance by Lenders.  Each Lender acknowledges 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.  Each Lender also acknowledges 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 make its own decisions in taking or not taking action under or based upon this

Agreement, any other Loan Document or any related agreement or any document furnished

hereunder or thereunder.

SECTION 8.08Modifications to Loan Documents.  Except as otherwise

provided in Section 9.02(b) or 9.02(c) with respect to this Agreement, 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, 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 release any Lien covering property that is the subject of either (x) a disposition of property

permitted hereunder (which release described in this clause (x) shall be automatic and require no

further action from any party) or (y) a disposition to which the Required Lenders have consented.

SECTION 8.09Certain 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, each Joint Lead Arranger, and their respective Affiliates, and not, for the

avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that at least one 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 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 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

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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, and covers, 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 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 sub-sections (b) through (g) of Part I of

PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,

participation in, administration of and performance of the 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 either (1) sub-clause (i) in the immediately preceding

clause (a) is true with respect to a Lender or (2) a Lender has provided another representation,

warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause

(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender

party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to

the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of

doubt, to or for the benefit of the Borrower or any other Obligor, 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 8.10Agents.  None of the Syndication Agent, any Documentation

Agent or any Lead Arranger shall have obligations or duties whatsoever in such capacity under

this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder

in such capacity, but all such persons shall have the benefit of the indemnities provided for

hereunder.

SECTION 8.11Collateral Matters.  (i)  Except with respect to the exercise of

setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a

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proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to

realize upon any of the Collateral or to enforce any Guarantee of the Guaranteed Obligations (as

defined in the Guarantee and Security Agreement), it being understood and agreed that all

powers, rights and remedies under the Loan Documents may be exercised solely by the

Administrative Agent and/or the Collateral Agent on behalf of the Secured Parties in accordance

with the terms thereof.

(b)In furtherance of the foregoing and not in limitation thereof, no

arrangements in respect of any Hedging Agreement the obligations under which constitute

Hedging Agreement Obligations, will create (or be deemed to create) in favor of any Secured

Party that is a party thereto any rights in connection with the management or release of any

Collateral or of the obligations of any Obligor under any Loan Document. By accepting the

benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of

Hedging Agreements shall be deemed to have appointed the Administrative Agent and Collateral

Agent to serve as administrative agent and collateral agent, respectively, under the Loan

Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder,

subject to the limitations set forth in this paragraph.

(c)Neither the Administrative Agent nor the Collateral Agent shall be

responsible for or have a duty to ascertain or inquire into any representation or warranty

regarding the existence, value or collectability of the Collateral, the existence, priority or

perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon or any certificate

prepared by any Obligor in connection therewith, nor shall the Administrative Agent or the

Collateral Agent be responsible or liable to the Lenders or any other Secured Party for any

failure to monitor or maintain any portion of the Collateral.

SECTION 8.12Credit Bidding. The Secured Parties hereby irrevocably

authorize the Collateral Agent, at the direction of the Required Lenders, to credit bid all or any

portion of the Secured Obligations (including by accepting some or all of the Collateral in

satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or

otherwise) and in such manner purchase (either directly or through one or more acquisition

vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the

provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the

Bankruptcy Code, or any similar laws in any other jurisdictions to which an Obligor is subject, or

(b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with

the consent or at the direction of) the Collateral Agent (whether by judicial action or otherwise)

in accordance with any applicable law. In connection with any such credit bid and purchase, the

Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid

by the Collateral Agent at the direction of the Required Lenders on a ratable basis (with Secured

Obligations with respect to contingent or unliquidated claims receiving contingent interests in the

acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount

proportional to the liquidated portion of the contingent claim amount used in allocating the

contingent interests) for the asset or assets so purchased (or for the equity interests or debt

instruments of the acquisition vehicle or vehicles that are issued in connection with such

purchase). In connection with any such bid, (i) the Collateral Agent shall be authorized to form

one or more acquisition vehicles and to assign any successful credit bid to such acquisition

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vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Secured Obligations

which were credit bid shall be deemed without any further action under this Agreement to be

assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Collateral

Agent shall be authorized to adopt documents providing for the governance of the acquisition

vehicle or vehicles (provided that any actions by the Collateral Agent with respect to such

acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof,

shall be governed, directly or indirectly, by, and the governing documents shall provide for,

control by the vote of the Required Lenders or their permitted assignees under the terms of this

Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the

case may be, irrespective of the termination of this Agreement and without giving effect to the

limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv)

the Collateral Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue

to each of the Secured Parties, ratably on account of the relevant Secured Obligations which

were credit bid, interests, whether as equity, partnership, limited partnership interests or

membership interests, in any such acquisition vehicle and/or debt instruments issued by such

acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any

further action, and (v) to the extent that Secured Obligations that are assigned to an acquisition

vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher

or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds

the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such

Secured Obligations shall automatically be reassigned to the Secured Parties pro rata with their

original interest in such Secured Obligations and the equity interests and/or debt instruments

issued by any acquisition vehicle on account of such Secured Obligations shall automatically be

cancelled, without the need for any Secured Party or any acquisition vehicle to take any further

action. Notwithstanding that the ratable portion of the Secured Obligations of each Secured Party

are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each

Secured Party shall execute such documents and provide such information regarding the Secured

Party (and/or any designee of the Secured Party which will receive interests in or debt

instruments issued by such acquisition vehicle) as the Collateral Agent may reasonably request in

connection with the formation of any acquisition vehicle, the formulation or submission of any

credit bid or the consummation of the transactions contemplated by such credit bid.

SECTION 8.13Non-Receipt of Funds by Administrative Agent; Erroneous

Payments.

(a)Unless Administrative Agent shall have received notice from a Lender or

Borrower (either one as appropriate being the “Payor”) prior to the date on which such Lender is

to make payment hereunder to Administrative Agent of the proceeds of a Loan or Borrower is to

make payment to Administrative Agent, as the case may be (either such payment being a

“Required Payment”), which notice shall be effective upon receipt, that the Payor will not make

the Required Payment in full to Administrative Agent, Administrative Agent may assume that

the Required Payment has been made in full to Administrative Agent on such date, and

Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon

such assumption, make the amount thereof available to the intended recipient on such date. If and

to the extent the Payor shall not have in fact so made the Required Payment in full to

Administrative Agent, the recipient of such payment shall repay to Administrative Agent

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forthwith on demand such amount made available to it together with interest thereon, for each

day from the date such amount was so made available by Administrative Agent until the date

Administrative Agent recovers such amount, at (i) in the case of such Lender, 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 and (ii) in the

case of the Borrower, (x) with respect to Term SOFR Borrowings, the interest rate applicable to

Term SOFR Loans having an Interest Period of one month’s duration, (y) with respect to

Eurocurrency Borrowings, the interest rate applicable to Eurocurrency Loans having an Interest

Period of one month’s duration and (z) with respect to Borrowings denominated in Pounds

Sterling or, Swiss Francs or, following a Benchmark Transition Event with respect to Term

CORRA, Canadian Dollars, the interest rate applicable to RFR Loans denominated in such

Currency, as applicable.

(b)(i) Each Lender hereby agrees that (x) if the Administrative Agent

notifies such Lender that the Administrative Agent has determined in its sole discretion that any

funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as

a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and

collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known

to such Lender), and demands the return of such Payment (or a portion thereof), such Lender

shall promptly, but in no event later than two Business Days thereafter, return to the

Administrative Agent the amount of any such Payment (or portion thereof) as to which such a

demand was made in same day funds, together with interest thereon in respect of each day from

and including the date such Payment (or portion thereof) was received by such Lender to the date

such amount is repaid to the Administrative Agent 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, and (y) to the extent permitted by

applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent,

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 Payments received,

including without limitation any defense based on “discharge for value” or any similar doctrine.

A notice of the Administrative Agent to any Lender under this Section 8.13(b) shall be

conclusive, absent manifest error.

(ii)Each Lender hereby further agrees that if it receives a Payment 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 sent by the Administrative

Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y)

that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each

such case, that an error has been made with respect to such Payment.  Each Lender agrees

that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof)

may have been sent in error, such Lender shall promptly notify the Administrative Agent

of such occurrence and, upon demand from the Administrative Agent, it shall promptly,

but in no event later than one Business Day thereafter, return to the Administrative Agent

the amount of any such Payment (or portion thereof) as to which such a demand was

made in same day funds, together with interest thereon in respect of each day from and

including the date such Payment (or portion thereof) was received by such Lender to the

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date such amount is repaid to the Administrative Agent 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.

(iii)The Borrower hereby agrees that (x) in the event an erroneous Payment

(or portion thereof) is not recovered from any Lender that has received such Payment (or

portion thereof) for any reason, the Administrative Agent shall be subrogated to all the

rights of such Lender with respect to such amount and (y) an erroneous Payment shall not

pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower,

except, in each case, to the extent such erroneous Payment is, and solely with respect to

the amount of such erroneous Payment that is, comprised of funds received by the

Administrative Agent from the Borrower for the purpose of making such erroneous

Payment.

(iv)Each party’s obligations under this Section 8.13 shall survive the

resignation or replacement of the Administrative Agent or any transfer of rights or

obligations by, or the replacement of, a Lender, the termination of the Commitments or

the repayment, satisfaction or discharge of all obligations of the Obligors under any Loan

Document.

ARTICLE IX.

MISCELLANEOUS

SECTION 9.01Notices; 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 to the

extent permitted by Section 9.01(b) or otherwise herein, e-mail, as follows:

(i)if to the Borrower, to it at:

Barings BDC, Inc.

300 South Tryon Street, Suite 2500

Charlotte, NC 28202

Attention:  Chris Cary

Telephone:  (980) 417-5830

Facsimile: (980) 259-6762

E-Mail: chris.cary@barings.com

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with a copy to (which shall not constitute notice):

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Attention:  Jay R. Alicandri, Esq.

Telephone:  (212) 698-3800

Facsimile:  (212) 698-3599

E-Mail:jay.alicandri@dechert.com

(ii)if to the Administrative Agent or the Issuing Bank, to it at:

ING Capital LLC

1133 Avenue of the Americas

New York, New York 10036

Attention:  Grace Fu

Telephone:  (646) 424-7213

Facsimile:  (646) 424-6919

E-Mail: grace.fu@ing.com

with a copy, which shall not constitute notice, to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention:  Andrew J. Klein, Esq.

Telephone:  (212) 859-8030

Facsimile:  (212) 859-4000

E-Mail:andrew.klein@friedfrank.com

(iii)if to any other Lender, to it at its address (or telecopy number) 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).

(b)Electronic Communications.  Notices and other communications to the

Lenders and the Issuing Bank 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 the Issuing Bank pursuant to Section 2.03 if such Lender or the 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

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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 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, 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.

(c)Posting of Communications

(i)For so long as a Debtdomain™ 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 Section 5.01 by delivering one hard copy

thereof to the Administrative Agent and either an electronic copy or a notice identifying

the website where such information is located for posting by the Administrative Agent on

Debtdomain™ or such equivalent website; provided that the Administrative Agent shall

have no responsibility to maintain access to Debtdomain™ or an equivalent website.

(ii)The Obligors agree that the Administrative Agent may, but shall not be

obligated to, make any Communications (as defined below) available to the Lenders by

posting the Communications on IntraLinks™, Debtdomain™, SyndTrak, ClearPar or any

other electronic platform chosen by the Administrative Agent to be its electronic

transmission system (the “Approved Electronic Platform”).

(iii)Although the Approved Electronic Platform and its primary web portal are

secured with generally-applicable security procedures and policies implemented or

modified by the Administrative Agent from time to time (including, as of the Restatement

Effective Date, a user ID/password authorization system) and the Approved Electronic

Platform is secured through a per-deal authorization method whereby each user may

access the Approved Electronic Platform only on a deal-by-deal basis, each of the

Lenders and each of the Obligors acknowledges and agrees that the distribution of

material through an electronic medium is not necessarily secure, that the Administrative

Agent is not responsible for approving or vetting the representatives or contacts of any

Lender that are added to the Approved Electronic Platform, and that there are

confidentiality and other risks associated with such distribution. Each of the Lenders and

each Obligor hereby approves distribution of the Communications through the Approved

Electronic Platform and understands and assumes the risks of such distribution.

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(iv)THE APPROVED ELECTRONIC PLATFORM AND THE

COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE

APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE

ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE

ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY

DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED

ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF

ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM

FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE

PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE

APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE

ADMINISTRATIVE AGENT, ANY LEAD ARRANGER, ANY CO-

DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR

RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)

HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER

PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR

INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES

OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING

OUT OF ANY OBLIGOR’S OR THE ADMINISTRATIVE AGENT’S

TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE

APPROVED ELECTRONIC PLATFORM.

(v)Each Lender and Issuing Bank agrees that notice to it (as provided in the

next sentence) specifying that Communications have been posted to the Approved

Electronic Platform shall constitute effective delivery of the Communications to such

Lender or Issuing Bank for purposes of the Loan Documents; provided that the foregoing

shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2.03 if

such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that

it is incapable of receiving notices under such Article by electronic communication.  Each

Lender and Issuing Bank agrees (A) to notify the Administrative Agent in writing (which

could be in the form of electronic communication) from time to time of such Lender’s or

Issuing Bank’s email address to which the foregoing notice may be sent by electronic

transmission and (B) that the foregoing notice may be sent to such email address.

(vi)Each of the Lenders, Issuing Bank and Obligors agrees that the

Administrative Agent may, but (except as may be  required by applicable law) shall not

be obligated to, store the Communications on the Approved Electronic Platform in

accordance with the Administrative Agent’s generally applicable document retention

policies and procedures.

(vii)Nothing herein shall prejudice the right of the Administrative Agent, any

Lender or Issuing Bank to give any notice or other communication pursuant to any Loan

Document in any other manner specified in such Loan Document.

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(viii)“Communications” means, collectively, any notice, demand,

communication, information, document or other material provided by or on behalf of any

Obligor pursuant to any Loan Document or the transactions contemplated therein which

is distributed by the Administrative Agent, any Lender or Issuing Bank by means of

electronic communications pursuant to this Section, including through an Approved

Electronic Platform.

SECTION 9.02Waivers; Amendments.

(a)No Deemed Waivers; Remedies Cumulative.  No failure or delay by the

Administrative Agent, the Issuing Bank or any Lender in exercising any right or power

hereunder 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 Bank 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, 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 or

Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing

Bank may have had notice or knowledge of such Default or Event of Default at the time.

(b)Amendments to this Agreement.  Except as set forth in the definition of

Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness as in effect on the

date hereof, 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, subject to Section 2.17(b), 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, or reduce any fees payable hereunder, without the written

consent of each Lender directly 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 or other amounts payable

to a Lender hereunder, or reduce the amount or waive or excuse any such payment, or

postpone the scheduled date of expiration of any Commitment, without the written

consent of each Lender directly affected thereby,

(iv)change Section 2.16(b), (c) or (d) or Section 2.09(f) (or other sections

referred to therein to the extent relating to pro rata payments) in a manner that would alter

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the pro rata reduction of commitments, sharing of payments, or making of disbursements,

required thereby without the written consent of each Lender directly affected thereby,

(v)change any of the provisions of this Section, the definition of the term

“Required Lenders” (including the percentage therein) 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,

(vi)other than as permitted by this Agreement, the Guarantee and Security

Agreement or any other applicable Loan Document, release all or substantially all of the

Collateral from the Lien created under the Guarantee and Security Agreement or release

all or substantially all the Obligors from their obligations as Subsidiary Guarantors

hereunder, without the written consent of each Lender,

(vii)amend the definition of “Applicable Percentage”, “Applicable Dollar

Percentage” or “Applicable Multicurrency Percentage” without the written consent of

each Lender directly affected thereby,

(viii)permit the assignment or transfer by any Obligor of any of its rights or

obligations under any Loan Document without the consent of each Lender; or

(ix)(x) contractually subordinate all or any of the Revolving Credit Agreement

Obligations (as defined in the Guarantee and Security Agreement) in right of payment to

any other Indebtedness of the Obligors or (y) contractually subordinate the Liens securing

the Revolving Credit Agreement Obligations (as defined in the Guarantee and Security

Agreement) on any material portion of the Collateral to Liens securing any Indebtedness

of the Obligors, in each case of clauses (x) and (y) above, without the consent of each

Lender;

provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or

duties of the Administrative Agent or the Issuing Bank hereunder without the prior written

consent of the Administrative Agent or the Issuing Bank, as the case may be, and (y) the consent

of Lenders holding not less than two-thirds of the total Credit Exposures and unused

Commitments will be required for (A) any change adverse to the Lenders affecting the

provisions of this Agreement relating to the Borrowing Base (including the definitions used

therein), and (B) any release of any material portion of the Collateral other than for fair value or

as otherwise permitted hereunder or under the other Loan Documents.

For purposes of this Section, 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,

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so long as the Required Lenders consent to such waiver, amendment or modification as provided

above.

Anything in this Agreement to the contrary notwithstanding, 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, 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.

(c)Amendments to Security Documents.  No Security Document nor any

provision thereof may be waived, amended or modified, except to the extent otherwise expressly

contemplated by the Guarantee and Security Agreement, and the Liens granted under the

Guarantee and Security Agreement may not be spread to secure any additional obligations

(including any increase in Loans hereunder, but excluding (i) any such increase pursuant to a

Commitment Increase under Section 2.07(e) and (ii) any Secured Longer-Term Indebtedness

permitted hereunder) except to the extent otherwise expressly contemplated by the Guarantee

and Security Agreement and 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, subject to Section 2.17(b), (i) without the written consent of the holders of not less

than two-thirds of the total Credit Exposures and unused Commitments, no such waiver,

amendment or modification to the Guarantee and Security Agreement shall (A) release any

Obligor representing more than 10% of the Stockholders’ Equity from its obligations under the

Security Documents, (B) release any guarantor representing more than 10% of the Stockholders’

Equity under the Guarantee and Security Agreement from its guarantee obligations thereunder,

or (C) amend the definition of “Collateral” under the Security Documents (except to add

additional collateral) and (ii) without the written consent of each Lender, no such agreement shall

(W) release all or substantially all of the Obligors from their respective obligations under the

Security Documents, (X) release all or substantially all of the collateral security or otherwise

terminate all or substantially all of the Liens under the Security Documents, (Y) release all or

substantially all of the guarantors under the Guarantee and Security Agreement from their

guarantee obligations thereunder, or (Z) 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

described in clause (i) or (ii) above 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 (1) release any Lien covering property (and to release any such

guarantor) that is the subject of either a disposition of property permitted hereunder 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 to the extent provided in Section

10.03(c) of the Guarantee and Security Agreement), or otherwise in accordance with Section

9.15 and (2) release from the Guarantee and Security Agreement any Subsidiary Guarantor (and

any property of such Subsidiary Guarantor) that is designated as a Financing Subsidiary in

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accordance with this Agreement or which ceases to be consolidated on the Borrower’s financial

statements and is no longer required to be a “Subsidiary Guarantor”, so long as in the case of this

clause (2): (A) prior to and immediately after giving effect to any such release (and any

concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other

Covered Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and no

Default or Event of Default exists, and the Borrower delivers to the Administrative Agent a

certificate of a Financial Officer to such effect and (B) after giving effect to such release (and

any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other

Covered Indebtedness), either (I) the amount by which the Borrowing Base exceeds the Covered

Debt Amount immediately prior to such release is not diminished as a result of such release or

(II) the Borrowing Base immediately after giving effect to such release is at least 115% of the

Covered Debt Amount.

(d)Replacement of Non-Consenting Lender.  If, in connection with any

proposed amendment, waiver or consent requiring (i) the consent of “each Lender” or “each

Lender affected thereby,” or (ii) the consent of “two-thirds of the holders of the total Credit

Exposures and unused Commitments”, the consent of the Required Lenders is obtained, but the

consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary

but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower shall

have the right, at its sole cost and expense, to replace each such Non-Consenting Lender or

Lenders with one or more replacement Lenders pursuant to Section 2.18(b) so long as at the time

of such replacement, each such replacement Lender consents to the proposed change, waiver,

discharge or termination.

(e)Ambiguity, Omission, Mistake or Typographical Error.  Notwithstanding

the foregoing, 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 9.03Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Borrower shall pay (i) all reasonable and

documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the

Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of

one outside counsel and of any necessary special and/or local counsel for the Administrative

Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)),

in connection with the syndication of the credit facilities provided for herein, the preparation and

administration (other than internal overhead charges) of this Agreement and the other Loan

Documents and any amendments, modifications or waivers of the provisions hereof or thereof

(whether or not the transactions contemplated hereby or thereby shall be consummated)

including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and

documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection

with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for

payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the

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Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees,

charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the

Issuing Bank or any Lender), 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, or in connection with the Loans made or Letters of Credit issued hereunder, including

all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in

respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other

charges 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.  Unless an Event of Default has occurred and is continuing, the Borrower shall not be

responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation

Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05%

of the total Commitments, in each case in the aggregate incurred for all such fees, costs and

expenses in any 12-month period (the “IVP Supplemental Cap”).

(b)Indemnification by the Borrower.  The Borrower shall indemnify the

Administrative Agent, the Issuing Bank 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

(other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent

provided in Section 2.15), including the reasonable and documented out-of-pocket fees, charges

and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal

counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as

a result of (i) the execution or delivery of this Agreement or any agreement or instrument

contemplated hereby, the performance by the parties hereto of their respective obligations

hereunder or the consummation of the Transactions or any other transactions contemplated

hereby (including any arrangement entered into with an Independent Valuation Provider),

(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by

the 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) or (iii) any direct, indirect, actual or prospective claim, litigation, investigation or

proceeding (including any investigation or inquiry) relating to any of the foregoing, whether

based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee

or a third party and regardless of whether any Indemnitee is a party thereto; 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 (x) the willful misconduct or gross

negligence of such Indemnitee, (y) a material breach in bad faith of such Indemnitee’s

obligations hereunder or under any other Loan Document or (z) a claim between any Indemnitee

or Indemnitees, on the one hand, and any other Indemnitee or Indemnitees, on the other hand

(other than (1) any dispute involving claims against the Administrative Agent or the Issuing

Bank, in each case in their respective capacities as such, and (2) claims arising out of any act or

omission by the Borrower and/or its Related Parties).

The Borrower shall not be liable to any Indemnitee for any special, indirect,

consequential or punitive damages (as opposed to direct or actual damages (other than in respect

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of any such damages incurred or paid by an Indemnitee to a third party)) 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

(including reimbursement of such amounts required to be paid by an Indemnity to a third party).

(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 or the Issuing Bank under

paragraph (a) or (b) of this Section (and without limiting its obligation to do so) or to the extent

that the fees, costs and expenses of the Independent Valuation Provider incurred pursuant to

Section 5.12(b)(iii) exceed the IVP Supplemental Cap for any 12-month period (provided that

prior to incurring expenses in excess of the IVP Supplemental Cap, the Administrative Agent

shall have afforded the Lenders an opportunity to consult with the Administrative Agent

regarding such expenses), each Lender severally agrees to pay to the Administrative Agent or the

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; 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 or the Issuing Bank in its capacity as such.

(d)Waiver of Consequential Damages, Etc.  To the extent permitted by

applicable law, the Borrower shall not assert, and hereby waives, any claim against any

Indemnitee, 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or

Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any

damages arising from the use by unauthorized Persons 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, except to the extent caused by the willful misconduct or gross

negligence of such Indemnitee, as determined by a final, non-appealable judgment of a court of

competent jurisdiction.

(e)Payments.  All amounts due under this Section shall be payable promptly

after written demand therefor.

(f)No Fiduciary Relationship. The Administrative Agent, each Lender and

their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have

economic interests that conflict with those of the Borrower or any of its Subsidiaries, their

stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries,

agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory,

fiduciary or agency relationship or fiduciary or other implied duty between the Lender, on the

one hand, and the Borrower or any of its Subsidiaries, its stockholders or its Affiliates, on the

other. The Borrower and each of its Subsidiaries each 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 Borrower and its Subsidiaries, on the other, and (ii) in connection therewith

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and with the process leading thereto, (x) except as otherwise provided in any of the Loan

Documents, no Lender has assumed an advisory or fiduciary responsibility in favor of the

Borrower or any of its Subsidiaries, any of their stockholders or affiliates (irrespective of

whether any Lender has advised, is currently advising or will advise the Borrower or any of its

Subsidiaries, their stockholders or their affiliates on other matters) and (y) each Lender is acting

hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its

Subsidiaries, their management or stockholders. The Borrower and each Obligor each

acknowledge and agree that it has consulted legal and financial advisors to the extent it deemed

appropriate and that it is responsible for making its own independent judgment with respect to

such transactions and the process leading thereto. The Borrower and each Obligor each agree that

it will not claim that any Lender has rendered advisory services hereunder of any nature or

respect, or owes a fiduciary duty to the Borrower or any of its Subsidiaries, in each case, in

connection with such transactions contemplated hereby or the process leading thereto.

SECTION 9.04Successors 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 the 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 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 any of its rights or obligations hereunder except in

accordance with this Section (and any attempted assignment or transfer by any Lender which is

not in accordance with this Section 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 the 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 Bank 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 or more assignees 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, conditioned or delayed) of:

(A)the Borrower; provided that (i) no consent of the Borrower shall be

required for an assignment to a Lender, an Affiliate of a Lender, or, if a Default or

an Event of Default has occurred and is continuing, any other assignee, and (ii)

the Borrower shall be deemed to have consented to any such assignment unless it

shall object thereto by written notice to the Administrative Agent within five (5)

Business Days after having received written notice thereof; and

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(B)the Administrative Agent and the Issuing Bank; provided that no

consent of the Administrative Agent or the Issuing Bank shall be required for an

assignment by a Lender to a Lender or an Affiliate of a Lender with prior written

notice by such assigning Lender to the Administrative Agent and the Issuing

Bank.

Notwithstanding anything to the contrary contained herein, Borrower’s consent

shall be required with respect to an assignment to any Disqualified Lender unless an Event of

Default under clause (a), (b), (i), (j) or (k) has occurred and is continuing. The Administrative

Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to

provide, the Disqualified Lender list to each Lender requesting the same.

(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 a Class of the assigning Lender

subject to each such 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 $1,000,000 unless each of the Borrower and the

Administrative Agent otherwise consent; provided that no such consent of the

Borrower shall be required if a Default or an Event of Default has occurred and is

continuing;

(B)each partial assignment of Commitments or Loans and LC

Exposure of a Class 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 and 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 $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 the Borrower

and the Guarantors shall not be obligated (except in the case of an assignment

pursuant to Section 2.18(b)); and

(D)the assignee, if it shall not already be a Lender of the applicable

Class, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii)Effectiveness of Assignments.  Subject to acceptance and recording

thereof pursuant to paragraph (c) of this Section, 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

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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 2.13, 2.14, 2.15 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 (f) of this Section.

(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 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 amount and stated interest 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 in the Registers shall be conclusive absent manifest

error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall 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, the 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 and any written consent to such assignment required by paragraph (b) of this Section, 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)Special Purposes Vehicles.  Notwithstanding anything to the contrary

contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding

vehicle other than a Disqualified Lender (an “SPC”) owned or administered by such Granting

Lender, identified as such in writing from time to time by the Granting Lender to the

Administrative Agent and the Borrower, the option to provide all or any part of any Loan that

such Granting Lender would otherwise be obligated to make; provided that (i) nothing herein

shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise

such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall,

subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the

rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC

shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no

SPC shall be entitled to the benefits of Section 2.13 (or any other increased costs protection

provision), 2.14 or 2.15.  Each SPC shall be conclusively presumed to have made arrangements

with its Granting Lender for the exercise of voting and other rights hereunder in a manner which

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is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of

the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal

solely with the Granting Lender with respect to Loans made by or through its SPC.  The making

of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same

extent, and as if, such Loan were made by the Granting Lender.

Each party hereto hereby agrees (which agreement shall survive the termination of

this Agreement) that, prior to the date that is one year and one day after the payment in full of all

outstanding senior indebtedness of any SPC, it will not institute against, or join any other person

in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or

liquidation proceedings or similar proceedings under the laws of the United States or any State

thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for

each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any

loss, cost, damage and expense arising out of their inability to institute any such proceeding

against its SPC.  In addition, notwithstanding anything to the contrary contained in this Section,

any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent

and without paying any processing fee therefor, assign all or a portion of its interests in any

Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit

facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the

securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be

construed in derogation of the obligation of the Granting Lender to make Loans hereunder);

provided that neither the consent of the SPC or of any such assignee shall be required for

amendments or waivers hereunder except for those amendments or waivers for which the consent

of participants is required under paragraph (f) below, and (ii) disclose on a confidential basis (in

the same manner described in Section 9.13(b)) any non-public information relating to its Loans

to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or

liquidity enhancement to such SPC.

(f)Participations.  Any Lender may sell participations to one or more banks

or other entities other than a Disqualified Lender (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) such Lender’s obligations under this Agreement and the other Loan Documents shall

remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for

the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing

Bank 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 affects

such Participant.  Subject to paragraph (g) of this Section, the Borrower agrees that each

Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the

requirements and limitations therein, including Sections 2.15(f) and (g) (it being understood that

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the documentation required under Sections 2.15(f) and (g) shall be delivered to the participating

Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment

pursuant to paragraph (b) of this Section; provided that such Participant agrees to be subject to

the provisions of Section 2.18 as if it were an assignee under paragraph (b) of this Section 9.04.

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 2.18

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(d) 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 Loans or other obligations under

the Loan Documents (each a “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,

letters of credit or its other obligations under any Loan Document) to any Person except to the

extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or

other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury

Regulations.  The entries in each Participant Register shall be conclusive absent manifest error,

and such Lender shall treat each Person whose name is recorded in the Participant Register as the

owner of such participation for all purposes of this Agreement notwithstanding any notice to the

contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as the

Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(g)Limitations on Rights of Participants.  A Participant shall not be entitled to

receive any greater payment under Section 2.13, 2.14 or 2.15 than the applicable Lender would

have been entitled to receive with respect to the participation sold to such Participant, unless the

sale of the participation to such Participant is made with the Borrower’s prior written consent.  A

Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits

of Section 2.15 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 paragraphs (c) and (f) of

Section 2.15 as though it were a Lender (it being understood that that the documentation required

under Section 2.15(f) shall be delivered to the participating Lender).

(h)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, and this Section 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.

(i)No Assignments or Participations to the Borrower or Affiliates or Certain

Other Persons.  Anything in this Section to the contrary notwithstanding, no Lender may

(i) assign or participate any interest in any Commitment, Loan or LC Exposure held by it

hereunder 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

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hereunder to a natural person (or a holding company, investment vehicle or trust for, or owned

and operated for the primary benefit of, a natural person) or 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.

(j)Multicurrency Lenders.  Any assignment by a Multicurrency Lender, so

long as no Event of Default has occurred and is continuing with respect to any Borrower, must

be to a Person that is able to fund and receive payments on account of each outstanding Agreed

Foreign Currency at such time without the need to obtain any authorization referred to in clause

(c) of the definition of “Agreed Foreign Currency”.

(k)Certain matters Relating to Disqualified Lenders.  The Administrative

Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire

into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders.

Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be

obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective

Lender or Participant is a Disqualified Lender or (y) have any liability with respect to or arising

out of any assignment or participation of Loans, or disclosure of confidential information, to any

Disqualified Lender.  The list of Disqualified Lenders will be made available by the

Administrative Agent to any Lender, participant or potential Lender or participant upon request.

SECTION 9.05Survival.  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, the

Issuing Bank or any Lender may have had notice or knowledge of any Default or Event of

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 2.13, 2.14, 2.15 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 9.06Counterparts; 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

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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 mail shall be effective as delivery of a manually

executed counterpart of this Agreement.

(b)Electronic Execution of Assignments.  The words “execution,” “signed,”

“signature,” and words of like import in this Agreement, any other Loan Document or any

Assignment and Assumption shall be deemed to include electronic signatures or the 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 9.07Severability.  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 9.08Right 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, in whatever Currency) at any time held

and other obligations at any time owing by such Lender, the Issuing Bank or any such Affiliate

to or for the credit or the account of any Obligor against any of and all the obligations of any

Obligor now or hereafter existing under this Agreement or any other Loan Document held by

such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall

have made any demand under this Agreement and although such obligations may be contingent

and unmatured, or are owed to a branch, office or Affiliate of such Lender or Issuing Bank

different from the branch, office or Affiliate holding such deposit or obligated on such

Indebtedness.  The rights of each Lender, Issuing Bank and their respective Affiliates under this

Section are in addition to other rights and remedies (including other rights of setoff) which such

Lender, Issuing Bank or Affiliate 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

2.17 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, the Issuing Bank 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 and

the Administrative Agent after any such set-off and application made by such Lender; provided

that the failure to give such notice shall not affect the validity of such set-off and application.

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SECTION 9.09Governing Law; Jurisdiction; Etc.

(a)Governing Law.  This Agreement and the other Loan Documents shall be

construed in accordance with and governed by the law of the State of New York.

(b)Submission to Jurisdiction.  The Borrower 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, 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 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, the 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.  The Borrower 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.  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 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 9.10WAIVER 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.

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SECTION 9.11Judgment 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

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 to the Administrative Agent or any Lender hereunder or under any other Loan

Document (in this Section 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 from

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 from the Borrower to such Entitled Person in

the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased

and transferred.

SECTION 9.12Headings.  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.

SECTION 9.13Treatment 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 or more of its Subsidiaries (in connection with this Agreement

or otherwise) by any Lender or by one 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 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.

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(b)Confidentiality.  Each of the Administrative Agent (including in its

capacity as Collateral Agent), the Lenders and the Issuing Bank agrees to maintain the

confidentiality of the Information (as defined below), except that Information may be disclosed

(a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees,

agents, advisors and other representatives (it being understood that the Persons to whom such

disclosure is made will be informed of the confidential nature of such Information and instructed

to keep such Information confidential), (b) to the extent requested by any regulatory authority

purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent

required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any

other party hereto, (e) 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, (f) subject to an agreement

containing provisions substantially the same as those of this Section, to (i) any assignee of or

Participant in, or any prospective assignee of or Participant in, any of its rights or obligations

under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap,

derivative or securitization transaction relating to the Borrower and its obligations or (iii) to any

credit insurance provider relating to the Borrower and its obligations, (g) with the consent of the

Borrower, (h) on a confidential basis to (i) any rating agency in connection with rating the

Borrower or its Subsidiaries or the Loans and (ii) the CUSIP Service Bureau or any similar

agency in connection with the issuance and monitoring of CUSIP numbers with respect to the

Loans, (i) to the extent such Information (x) becomes publicly available other than as a result of

a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the

Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other

than the Borrower or (j) in connection with the Lenders’ right to grant a security interest pursuant

to Section 9.04(h) to the Federal Reserve Bank or any other central bank, or subject to an

agreement containing provisions substantially the same as those of this Section, to any other

pledgee or assignee pursuant to Section 9.04(h).

For purposes of this Section, “Information” means all information received from the Borrower or

any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their

respective businesses (including any Portfolio Investments), other than any such information that

is available to the Administrative Agent, any Lender or the Issuing Bank on a nonconfidential

basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of

information received from the Borrower or any of its Subsidiaries after the Effective Date, such

information is clearly identified at the time of delivery as confidential.  Any Person required to

maintain the confidentiality of Information as provided in this Section 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 9.14USA PATRIOT Act.  Each Lender hereby notifies the

Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.

107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record

information that identifies each Obligor, which information includes the name and address of

such Obligor and other information that will allow such Lender to identify such Obligor in

accordance with said Act.  The Obligors will, promptly following a request by the

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Administrative Agent or any Lender, provide all documentation and other information that the

Administrative Agent or such Lender requests in order to comply with its ongoing obligations

under applicable “know your customer” and anti-money laundering rules and regulations,

including the USA PATRIOT Act and the Beneficial Ownership Regulation.

SECTION 9.15Termination.  Promptly (and in any event within 3 Business

Days) upon the 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 Borrower

such termination statements and releases and other documents reasonably necessary or

appropriate to evidence the termination of this Agreement, the Loan Documents, and each of the

documents securing the obligations hereunder as the Borrower may reasonably request, all at the

sole cost and expense of the Borrower.

SECTION 9.16Acknowledgment 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, to the extent such liability is unsecured, 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 9.17Interest 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.  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 Borrower.  In

determining whether the interest contracted for, charged, or received by 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

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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 Secured Obligations hereunder.

SECTION 9.18Acknowledgement Regarding any Supported QFCs To the

extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging

Agreements or any other agreements 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)

(a)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.

(b)As used in this Section 9.18, the following terms have the following

meanings:

(i)“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.

(ii)“Covered Entity” means any of the following:

(A)a “covered entity” as that term is defined in, and interpreted in

accordance with, 12 C.F.R.§ 252.82(b);

(B)a “covered bank” as that term is defined in, and interpreted in

accordance with, 12 C.F.R.§ 47.3(b); or

178

(C)a “covered FSI” as that term is defined in, and interpreted in

accordance with, 12 C.F.R.§ 382.2(b).

(iii)“Default Right” has the meaning assigned to that term in, and shall be

interpreted in accordance with, §§ 12 C.F.R.§ 252.82(b), 47.2 or 382.1, as applicable.

(iv)“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).

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[Signature Pages Intentionally Omitted]

Document

Exhibit 31.1

Certification of Chief Executive Officer of Barings BDC, Inc.

pursuant to Rule 13a-14(a) under the Exchange Act,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eric Lloyd, as Chief Executive Officer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Barings BDC, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) 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 officer(s) 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.

/s/ ERIC LLOYD
Eric Lloyd
Chief Executive Officer
November 6, 2024

Document

Exhibit 31.2

Certification of Chief Financial Officer of Barings BDC, Inc.

pursuant to Rule 13a-14(a) under the Exchange Act,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Elizabeth A. Murray, as Chief Financial Officer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Barings BDC, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) 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 officer(s) 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.

/s/ ELIZABETH A. MURRAY
Elizabeth A. Murray
Chief Financial Officer
November 6, 2024

Document

Exhibit 32.1

CERTIFICATION 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 of Barings BDC, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Lloyd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ERIC LLOYD
Eric Lloyd
Chief Executive Officer
November 6, 2024

Document

Exhibit 32.2

CERTIFICATION 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 of Barings BDC, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Elizabeth A. Murray, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ ELIZABETH A. MURRAY
Elizabeth A. Murray
Chief Financial Officer
November 6, 2024

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