Common use of LOANS AND XXXXXX NOTES Clause in Contracts

LOANS AND XXXXXX NOTES. 3 Section 3.1 Borrowing Procedure 3 Section 3.2 Lender Notes 3 Section 3.3 Principal Payments 5 Section 3.4 Interest 6 Section 3.5 Method and Place of Payment 7 Section 3.6 Subordination 7 Section 3.7 Conversion 8 Section 3.8 Additional Loans 8 ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS 9 Section 4.1 Loan Date 9 ARTICLE V REPRESENTATIONS, WARRANTIES, AND COVENANTS 9 Section 5.1 Payment of Principal and Interest 9 Section 5.2 Maintenance of Office or Agency 9 Section 5.3 Money for Loan Payments 10 Section 5.4 Existence of Borrower 10 Section 5.5 Protection of Assets 10 Section 5.6 Opinions as to Assets 10 Section 5.7 Performance of Obligations 10 Section 5.8 Negative Covenants 10 TABLE OF CONTENTS (continued) Page Section 5.9 Statement as to Compliance 10 Section 5.10 Successor Substituted 11 Section 5.11 No Other Business 11 Section 5.12 Annual Rating Review 11 Section 5.13 Calculation Agent 11 Section 5.14 Certain Tax Matters 11 Section 5.15 Representations Relating to Security Interests in the Assets 11 ARTICLE VI EVENTS OF DEFAULT 14 Section 6.1 Default and Events of Default 14 Section 6.2 Acceleration 14 Section 6.3 Remedies 14 ARTICLE VII THE AGENTS 14 Section 7.1 Appointment 14 Section 7.2 Nature of Duties 15 Section 7.3 Lack of Reliance on the Agents 15 Section 7.4 Certain Rights of the Agents 15 Section 7.5 Not Responsible for Recitals, Incurrence of Loans or Issuance of Notes 19 Section 7.6 May Hold Loans or Notes 19 Section 7.7 Holders of Lender Notes; Transferee of Assignment Agreement 19 Section 7.8 Compensation and Reimbursement 19 Section 7.9 Agents Required; Eligibility 21 Section 7.10 Resignation and Removal of Agents; Appointment of Successor Agents 21 Section 7.11 Acceptance of Appointment by Successor Agents 23 Section 7.12 Merger, Conversion, Consolidation or Succession to Business of Agents 23 Section 7.13 Representations and Warranties of Wilmington Trust, National Association 23 ARTICLE VIII MISCELLANEOUS 24 Section 8.1 Payment of Expenses, Etc. 24 TABLE OF CONTENTS (continued) Page Section 8.2 Right of Setoff 24 Section 8.3 Notices 24 Section 8.4 Benefit of Agreement 25 Section 8.5 No Waiver; Remedies Cumulative 27 Section 8.6 Payments Pro Rata 27 Section 8.7 Calculations; Computations 27

LOANS AND XXXXXX NOTES. 3 Section 3.1 Borrowing Procedure 3 Section 3.2 Lender Notes 3 Section 3.3 Principal Payments 5 Section 3.4 Interest 6 Section 3.5 Method and Place of Payment 7 6 Section 3.6 Subordination 7 Section 3.7 Conversion 8 Section 3.8 Additional Loans 8 ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS 9 Section 4.1 Loan Date 9 ARTICLE V REPRESENTATIONS, WARRANTIES, AND COVENANTS 9 Section 5.1 Payment of Principal and Interest 9 Section 5.2 Maintenance of Office or Agency 9 Section 5.3 Money for Loan Payments 10 9 Section 5.4 Existence of Borrower Borrowers 10 Section 5.5 Protection of Assets 10 Section 5.6 Opinions as to Assets 10 Section 5.7 Performance of Obligations 10 Section 5.8 Negative Covenants 10 TABLE OF CONTENTS (continued) Page Section 5.9 Statement as to Compliance 10 Section 5.10 Successor Substituted 11 10 Section 5.11 No Other Business 11 Section 5.12 Annual Rating Review 11 Section 5.13 Calculation Agent 11 Section 5.14 Certain Tax Matters 11 Section 5.15 Representations Relating to Security Interests in the Assets 11 ARTICLE VI EVENTS OF DEFAULT 14 11 Section 6.1 Default and Events of Default 14 11 Section 6.2 Acceleration 14 11 Section 6.3 Remedies 14 12 ARTICLE VII THE AGENTS 14 12 Section 7.1 Appointment 14 12 Section 7.2 Nature of Duties 15 12 Section 7.3 Lack of Reliance on the Agents 15 12 Section 7.4 Certain Rights of the Agents 15 13 Section 7.5 Not Responsible for Recitals, Incurrence of Loans or Issuance of Lender Notes 19 17 Section 7.6 May Hold Loans or Lender Notes 19 Section 7.7 Holders of Lender Notes; Transferee of Assignment Agreement 19 Section 7.8 Compensation and Reimbursement 19 Section 7.9 Agents Required; Eligibility 21 Section 7.10 Resignation and Removal of Agents; Appointment of Successor Agents 21 Section 7.11 Acceptance of Appointment by Successor Agents 23 Section 7.12 Merger, Conversion, Consolidation or Succession to Business of Agents 23 Section 7.13 Representations and Warranties of Wilmington Trust, National Association 23 ARTICLE VIII MISCELLANEOUS 24 Section 8.1 Payment of Expenses, Etc. 24 TABLE OF CONTENTS (continued) Page Section 8.2 Right of Setoff 24 Section 8.3 Notices 24 Section 8.4 Benefit of Agreement 25 Section 8.5 No Waiver; Remedies Cumulative 27 Section 8.6 Payments Pro Rata 27 Section 8.7 Calculations; Computations 2717

LOANS AND XXXXXX NOTES. 3 4 Section 3.1 Borrowing Procedure 3 4 Section 3.2 Lender Notes 3 4 Section 3.3 Principal Payments 5 6 Section 3.4 Interest 6 7 Section 3.5 Method and Place of Payment 7 Section 3.6 Subordination 7 Section 3.7 Conversion 8 Section 3.8 Additional Loans 8 ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS 9 Section 4.1 Loan Date 9 ARTICLE V REPRESENTATIONS, WARRANTIES, AND COVENANTS 9 Section 5.1 Payment of Principal and Interest 9 Section 5.2 Maintenance of Office or Agency 9 10 Section 5.3 Money for Loan Payments to be Held in Trust 10 Section 5.4 Existence of Borrower 10 Section 5.5 Protection of Assets 10 Section 5.6 Opinions as to Assets 10 Section 5.7 Performance of Obligations 10 Section 5.8 Negative Covenants 10 11 Section 5.9 Statement as to Compliance 11 TABLE OF CONTENTS (continued) Page Section 5.9 Statement as to Compliance 10 Section 5.10 Successor Substituted 11 Section 5.11 No Other Business 11 Section 5.12 Annual Rating Review 11 Section 5.13 Calculation Agent 11 Section 5.14 Certain Tax Matters 11 12 Section 5.15 Representations Relating to Security Interests in the Assets 11 12 ARTICLE VI EVENTS OF DEFAULT 14 Section 6.1 Default and Events of Default 14 Section 6.2 Acceleration 14 Section 6.3 Remedies 14 ARTICLE VII THE AGENTS 14 Section 7.1 Appointment 14 Section 7.2 Nature of Duties 15 Section 7.3 Lack of Reliance on the Agents 15 Section 7.4 Certain Rights of the Agents 15 Section 7.5 Not Responsible for Recitals, Incurrence of Loans or Issuance of Notes 19 18 Section 7.6 May Hold Loans or Notes 19 18 Section 7.7 Holders of Lender Notes; Transferee of Assignment Agreement 19 18 Section 7.8 Compensation and Reimbursement 19 Section 7.9 Agents Required; Eligibility 21 20 Section 7.10 Resignation and Removal of Agents; Appointment of Successor Agents 21 20 Section 7.11 Acceptance of Appointment by Successor Agents 23 22 Section 7.12 Merger, Conversion, Consolidation or Succession to Business of Agents 23 22 Section 7.13 Representations and Warranties of Wilmington Trust, National Association 23 State Street Bank and Trust Company 22 ARTICLE VIII MISCELLANEOUS 24 23 Section 8.1 Payment of Expenses, Etcetc. 24 23 Section 8.2 Right of Setoff 23 TABLE OF CONTENTS (continued) Page Section 8.2 Right of Setoff 24 Section 8.3 Notices 24 23 Section 8.4 Benefit of Agreement 25 24 Section 8.5 No Waiver; Remedies Cumulative 27 26 Section 8.6 Payments Pro Rata 27 26 Section 8.7 Calculations; Computations 2726 Section 8.8 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial 22 Section 8.9 Counterparts 27 Section 8.10 Effectiveness 28 Section 8.11 Headings Descriptive 28 Section 8.12 Amendment or Waiver 28 Section 8.13 Survival 30 Section 8.14 Domicile of Loans 30 Section 8.15 Confidentiality 30 Section 8.16 Loan Register 30 Section 8.17 Marshalling; Recapture 31 Section 8.18 Lender Representations, etc.; Non Recourse Obligations 31 Section 8.19 [Reserved.] 34 Section 8.20 No Petition 34 Section 8.21 Acknowledgment 34 Section 8.22 Limitation on Suits 35 Section 8.23 Unconditional Rights of Lenders to Receive Principal and Interest 35 Section 8.24 Termination of Agreement 35 Section 8.25 Lender Information 35 Section 8.26 Lender Consent 35

LOANS AND XXXXXX NOTES. 3 4 Section 3.1 Borrowing Procedure 3 4 Section 3.2 Lender Notes 3 5 Section 3.3 Principal Payments 5 Payments. 6 Section 3.4 Interest 6 Interest. 7 Section 3.5 Method and Place of Payment 7 8 Section 3.6 Subordination 7 Section 3.7 Conversion 8 Section 3.8 Additional Loans Subordination. 8 ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS 9 Section 4.1 Loan Date 9 ARTICLE V REPRESENTATIONS, WARRANTIES, AND COVENANTS 9 Section 5.1 Payment of Principal and Interest 9 Section 5.2 Maintenance of Office or Agency 9 Section 5.3 Money for Loan Payments to be Held in Trust 10 Section 5.4 Existence of Borrower Borrowers 10 Section 5.5 Protection of Assets 10 Section 5.6 Opinions as to Assets 10 Section 5.7 Performance of Obligations 10 Section 5.8 Negative Covenants 10 TABLE OF CONTENTS (continued) Page Section 5.9 Statement as to Compliance 10 11 Section 5.10 Successor Substituted 11 Section 5.11 No Other Business 11 Section 5.12 Annual Rating Review 11 Section 5.13 Calculation Agent 11 Section 5.14 Certain Tax Matters 11 Section 5.15 Representations Relating to Security Interests in the Assets 11 12 ARTICLE VI EVENTS OF DEFAULT 14 Section 6.1 Default and Events of Default 14 Section 6.2 Acceleration 14 Section 6.3 Remedies 14 ARTICLE VII THE AGENTS 14 15 Section 7.1 Appointment 14 15 Section 7.2 Nature of Duties 15 Section 7.3 Lack of Reliance on the Agents 15 Section 7.4 Certain Rights of the Agents 15 Section 7.5 Not Responsible for Recitals, Incurrence of Loans or Issuance of Notes 19 Section 7.6 May Hold Loans or Notes 19 Section 7.7 Holders of Lender Notes; Transferee of Assignment Agreement 19 Section 7.8 Compensation and Reimbursement 19 20 Section 7.9 Agents Required; Eligibility 21 Section 7.10 Resignation and Removal of Agents; Appointment of Successor Agents 21 Section 7.11 Acceptance of Appointment by Successor Agents 23 Section 7.12 Merger, Conversion, Consolidation or Succession to Business of Agents 23 Section 7.13 Representations and Warranties of Wilmington Trust, National Association 23 State Street Bank and Trust Company 24 ARTICLE VIII MISCELLANEOUS 24 Section 8.1 Payment of Expenses, Etc. Etc 24 TABLE OF CONTENTS (continued) Page Section 8.2 Right of Setoff 24 25 Section 8.3 Notices 24 25 Section 8.4 Benefit of Agreement 25 26 Section 8.5 No Waiver; Remedies Cumulative 27 Section 8.6 Payments Pro Rata 27 Section 8.7 Calculations; Computations 2728 Section 8.8 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial 28 Section 8.9 Counterparts 29 Section 8.10 Effectiveness 29 Section 8.11 Headings Descriptive 29 Section 8.12 Amendment or Waiver 29 Section 8.13 Survival 30 Section 8.14 Domicile of Loans 31 Section 8.15 Confidentiality 31 Section 8.16 Register 31 Section 8.17 Marshalling; Recapture 32 Section 8.18 Lender Representations, etc.; Non-Recourse Obligations 32 Section 8.19 Co-Borrower’s Obligations 36 Section 8.20 No Petition 36 Section 8.21 Acknowledgment 36 Section 8.22 Limitation on Suits 36 Section 8.23 Unconditional Rights of Lenders to Receive Principal and Interest 37 Section 8.24 Termination of Agreement 37 Section 8.25 Lender Information 37 Section 8.26 Lender Consent 37 Section 8.27 Bermuda FATCA Legislation 37 Section 8.28 Bermuda Self-Certification 37 Section 8.29 USA PATRIOT Act 37 -iii- ANNEXES, EXHIBITS AND SCHEDULES ANNEX X – Definitions EXHIBIT A – Form of Lender Note EXHIBIT B – Form of Assignment and Assumption Agreement EXHIBIT C – [Reserved] EXHIBIT D – Confirmation of Registration SCHEDULE 1 – Commitments and Percentages SCHEDULE 2 – Lending Offices and Notice Data SCHEDULE 3 – Payment Instructions for Lenders SCHEDULE 4 – Loan Agent Wiring Instructions CREDIT AGREEMENT THIS CLASS A-2 CREDIT AGREEMENT (this “Agreement”), dated as of August 23, 2023, is entered into by and among BARINGS PRIVATE CREDIT CORPORATION CLO 2023-1 LTD., an exempted company limited by shares and incorporated under the laws of Bermuda (the “Borrower”), BARINGS PRIVATE CREDIT CLO 2023-1, LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Borrower” and, together with the Borrower, the “Borrowers”), VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS which are, or may become, parties hereto as Lenders (the “Lenders”), and STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but as Loan Agent (in such capacity, the “Loan Agent”) and as Collateral Trustee under the Indenture (in such capacity, the “Collateral Trustee”).