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(d) Exhibits

 

EXECUTION VERSION

[Signature Page to First Amendment to Master Note Purchase Agreement]

	THRIVENT FINANCIAL FOR LUTHERANS
	By:	/s/ Robinson Ewald
		Name: Robinson Ewald
		Title: Intermediate Analyst

	GREAT AMERICAN INSURANCE COMPANY
	By:	/s/ Stephen C. Beraha
	Name: Stephen C. Beraha
	Title: Assistant Vice President
	GREAT AMERICAN INSURANCE COMPANY OF NEW YORK
	By:	/s/ Stephen C. Beraha
	Name: Stephen C. Beraha
	Title: Assistant Vice President
	GREAT AMERICAN CONTEMPORARY INSURANCE COMPANY
	By:	/s/ Stephen C. Beraha
	Name: Stephen C. Beraha
	Title: Assistant Vice President
	MID-CONTINENT CASUALTY COMPANY

	By:	/s/ Stephen C. Beraha
	Name: Stephen C. Beraha
	Title: Assistant Secretary

	NATIONAL INTERSTATE INSURANCE COMPANY
	By:	/s/ Stephen C. Beraha
	Name: Stephen C. Beraha
	Title: Assistant Secretary

	VANLINER INSURANCE COMPANY
	By:	/s/ Stephen C. Beraha
	Name: Stephen C. Beraha
	Title: Assistant Secretary

 

	AMERICAN GENERAL LIFE INSURANCE COMPANY
	By:	Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser
	By:	/s/ Jason Young
		Name: Jason Young
		Title: Managing Director

 

	AMERICAN REPUBLIC INSURANCE COMPANY
	By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director

	FARMERS AUTOMOBILE INSURANCE ASSOCIATION
	By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	FRANCISCAN SISTERS OF THE POOR, INC.
	By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	KENTUCKY EMPLOYERS' MUTUAL INSURANCE AUTHORITY
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	MAINE EMPLOYERS' MUTUAL INSURANCE COMPANY
	By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director

	MISSOURI EMPLOYERS MUTUAL INSURANCE COMPANY
	By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	MUTUAL INSURANCE COMPANY OF ARIZONA
	By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	MT. HAWLEY INSURANCE COMPANY
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	NATIONAL BENEFIT LIFE INSURANCE COMPANY
	By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	NODAK INSURANCE COMPANY
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director

 

	PEKIN INSURANCE COMPANY
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	PENN NATIONAL SECURITY INSURANCE COMPANY
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	PENNSYLVANIA NATIONAL MUTUAL CASUALTY INSURANCE COMPANY
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director

	PINNACOL ASSURANCE
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director
	PRIMERICA LIFE INSURANCE COMPANY
	By:	Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director

	PACIFIC GUARDIAN LIFE INSURANCE COMPANY, LTD. By: Conning, Inc., as Investment Manager
	By:	/s/ John Petchler
		Name: John Petchler
		Title: Director

Table of Contents
Section		Heading	Page
Section 1.		Authorization of Notes	1
	Section 1.1.	Authorization of Notes	1
	Section 1.2.	Changes in Interest Rate	1
	Section 1.3.	Interest Rate	3
	Section 1.4.	Benchmark Replacement for Floating Rate Notes	4
	Section 1.5.	Sanctioned Holders	4
Section 2.		Sale and Purchase of Notes	54
	Section 2.1.	Sale and Purchase of Series 2022A Notes	54
	Section 2.2.	Additional Series of Notes	5
Section 3.		Closing	6
Section 4.		Conditions to Closing	76
	Section 4.1.	Representations and Warranties	7
	Section 4.2.	Performance; No Default	7
	Section 4.3.	Compliance Certificates	7
	Section 4.4.	Opinions of Counsel	7
	Section 4.5.	Purchase Permitted By Applicable Law, Etc	7
	Section 4.6.	Sale of Other Notes	87
	Section 4.7.	Payment of Special Counsel Fees	8
	Section 4.8.	Private Placement Number	8
	Section 4.9.	Changes in Legal Structure	8
	Section 4.10.	Funding Instructions	8
	Section 4.11.	Debt Rating	8
	Section 4.12.	Notice of Adjusted SOFR Rate	8
	Section 4.13.	Proceedings and Documents	98
	Section 4.14.	Conditions to Issuance of Additional Notes	98
Section 5.		Representations and Warranties of the Company	9
	Section 5.1.	Organization; Power and Authority	109
	Section 5.2.	Authorization, Etc	109
	Section 5.3.	Disclosure	10
	Section 5.4.	Organization and Ownership of Shares of Subsidiaries; Affiliates	1110
	Section 5.5.	Financial Statements; Material Liabilities	11
	Section 5.6.	Compliance with Laws, Other Instruments, Etc	1211
	Section 5.7.	Governmental Authorizations, Etc	1211
	Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	12

	Section 5.9.	Taxes	1312
	Section 5.10.	Title to Property; Leases	1312
	Section 5.11.	Licenses, Permits, Etc	1312
	Section 5.12.	Compliance with Employee Benefit Plans	13
	Section 5.13.	Private Offering by the Company	1413
	Section 5.14.	Use of Proceeds; Margin Regulations	1413
	Section 5.15.	Existing Indebtedness; Future Liens	14
	Section 5.16.	Foreign Assets Control Regulations, Etc	1514
	Section 5.17.	Environmental Matters	1615
	Section 5.18.	Investment Company Act	16
Section 6.		Representations of the Purchasers	1716
	Section 6.1.	Purchase for Investment	1716
	Section 6.2.	Source of Funds	1716
	Section 6.3	Investment Experience; Access to Information	1918
	Section 6.4.	Authorization	19
	Section 6.5.	Foreign Assets Control Regulations, Etc.	19
Section 7.		Information as to Company	2019
	Section 7.1.	Financial and Business Information	2019
	Section 7.2.	Officer’s Certificate	23
	Section 7.3.	Visitation	24
	Section 7.4.	Electronic Delivery	2425
	Section 7.5	Limitation on Competitors	2526
Section 8.		Payment and Prepayment of the Notes	2526
	Section 8.1.	Maturity	2526
	Section 8.2.	Optional Prepayments with Prepayment Premium	2526
	Section 8.3.	Allocation of Partial Prepayments	26
	Section 8.4.	Maturity; Surrender, Etc.	26
	Section 8.5.	Purchase of Notes	2627
	Section 8.6.	Prepayment Premium	27
	Section 8.7.	Payments Due on Non‑Business Days	27
	Section 8.8.	Change in Control	28
	Section 8.9.	Permitted Merger; Rating Downgrade	30
	Section 8.10.	Permitted Company Merger Amendments[Reserved].	31
Section 9.		Affirmative Covenants	32
	Section 9.1.	Compliance with Laws	32
	Section 9.2.	Insurance	32
	Section 9.3.	Maintenance of Properties	32
	Section 9.4.	Payment of Taxes and Claims	3332
	Section 9.5.	Corporate Existence, Etc	33
	Section 9.6.	Books and Records	33

	Section 9.7.	Subsidiary Guarantors	33
	Section 9.8.	Status of BDC and RIC	3534
	Section 9.9.	Investment Policies	3534
	Section 9.10.	Rating Confirmation	35
	Section 9.11.	Most Favored Lender	35
Section 10.		Negative Covenants	36
	Section 10.1.	Transactions with Affiliates	36
	Section 10.2.	Fundamental Changes	3837
	Section 10.3.	Line of Business	39
	Section 10.4.	Economic Sanctions, Etc	39
	Section 10.5.	Liens	39
	Section 10.6.	Restricted Payments	4140
	Section 10.7.	Investments	4241
	Section 10.8.	Certain Financial Covenants	4342
	Section 10.9.	Certain Restrictions on Subsidiaries	43
	Section 10.10.	SBIC Guarantee	43
Section 11.		Events of Default	4443
Section 12.		Remedies on Default, Etc	47
	Section 12.1.	Acceleration	47
	Section 12.2.	Other Remedies	47
	Section 12.3.	Rescission	4847
	Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc	48
Section 13.		Registration; Exchange; Substitution of Notes	48
	Section 13.1.	Registration of Notes	48
	Section 13.2.	Transfer and Exchange of Notes	4948
	Section 13.3.	Replacement of Notes	49
Section 14.		Payments on Notes	5049
	Section 14.1.	Place of Payment	5049
	Section 14.2.	Payment by Wire Transfer	50
	Section 14.3.	FATCA Information	5150
Section 15.		Expenses, Etc	51
	Section 15.1.	Transaction Expenses	51
	Section 15.2.	Certain Taxes	5251
	Section 15.3.	Survival	52
Section 16.		Survival of Representations and Warranties; Entire Agreement	52

Section 17.		Amendment and Waiver	5352
	Section 17.1.	Requirements	5352
	Section 17.2.	Solicitation of Holders of Notes	5453
	Section 17.3.	Binding Effect, Etc	5554
	Section 17.4.	Notes Held by Company, Etc	5554
Section 18.		Notices	5554
Section 19.		Reproduction of Documents	5655
Section 20.		Confidential Information	5756
Section 21.		Substitution of Purchaser	5857
Section 22.		Miscellaneous	5857
Section 22.1.		Successors and Assigns	5857
	Section 22.2.	Accounting Terms	5957
	Section 22.3.	Severability	5958
	Section 22.4.	Construction, Etc	5958
	Section 22.5.	Counterparts; Electronic Contracting	6059
	Section 22.6.	Governing Law	6059
	Section 22.7.	Jurisdiction and Process; Waiver of Jury Trial	6059
	Section 22.8.	Termination	6160
Signature			6261

Schedule A	—	Defined Terms
Schedule 1(a)	—	Form of 5.82% Series 2022A Senior Notes, Tranche A, due December 9, 2025
Schedule 1(b)	—	Form of Floating Rate Series 2022A Senior Notes, Tranche B, due December 9, 2025
Schedule 4.4(a)	—	Form of Opinion of Special Counsel for the Company
Schedule 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
Schedule 5.3	—	Disclosure Materials
Schedule 5.4	—	Subsidiaries of the Company, Ownership of Subsidiary Stock and SPE Subsidiaries
Schedule 5.5	—	Financial Statements
Schedule 5.15	—	Existing Indebtedness
Schedule 10.1	—	Transactions with Affiliates
Schedule 10.7	—	Investments
Exhibit S	—	Form of Supplement to Note Purchase Agreement
Exhibit T	—	Form of Assumption Agreement
Exhibit U	—	Form of Acknowledgment of Guaranty
Purchaser Schedule	—	Information Relating to Purchasers

During the period	Prepayment Premium
On or before June 9, 2023	2% of such Called Principal
After June 9, 2023 but on or before June 9, 2024	1% of such Called Principal
After June 9, 2024 but on or before June 9, 2025	0.5% of such Called Principal
After June 9, 2025	Zero

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

 

(a)  the sum of: (a) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(b)  the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(c)  the sum of: (a) the alternate rate of interest that has been selected by Floating Rate Required Holders as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes with a Corresponding Tenor at such time and (b) the Benchmark Replacement Adjustment.

(a)  the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(b)  if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(c)  the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Floating Rate Required Holders giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes with a Corresponding Tenor at such time.

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

(b)  in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

(a)  a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);

(b)  a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(c)  a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“BlackRock Parent” means BlackRock, Inc., a Delaware corporation.

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

(b)  investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A‑1 from S&P and at least P‑1 from Moody’s;

(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 the jurisdiction or any constituent jurisdiction of British Pounds Sterling or any Agreed Foreign Currency; 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; and

(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 entered into with (i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) a bank or broker‑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;

(i)  the provision of investment advisory services by a Person to a Plan which is sponsored, maintained, contributed to or required to be contributed to by a Person which would otherwise be a Competitor shall not in any event cause the Person providing such services to be deemed to be a Competitor, provided that such Person providing such services has established and maintains procedures which will prevent Confidential Information supplied to such Person from being transmitted or otherwise made available to such Plan or to such Person who would otherwise be a Competitor;

(ii)  in no event shall an Institutional Investor be deemed a Competitor if such Institutional Investor is a “pension plan” (as defined in Section 3(2) of ERISA) sponsored by a Person which would otherwise be a Competitor but which is a regular investor in privately placed Securities and such pension plan has established and maintains procedures which will prevent Confidential Information supplied to such pension plan by the Company from being transmitted or otherwise made available to such plan sponsor or participating or contributing employer which would otherwise be a Competitor;

(iii)  in the event that any Private Placement Agent that would otherwise be deemed to be a Competitor pursuant to the foregoing provisions of this definition, such Private Placement Agent shall not be deemed to be a Competitor if such Private Placement Agent holds the Notes only in connection with its role as an intermediary in the prompt and expeditious sale in accordance with customary financial market conditions of the Note or Notes owned by one Institutional Investor who is not a Competitor to another purchasing Institutional Investor who is not a Competitor and such Private Placement Agent has established procedures which will prevent confidential information supplied to either the selling or buying Institutional Investor by the Company from being transmitted or otherwise made available to such Private Placement Agent or any of its Affiliates in any capacity other than as the agent and intermediary in connection with such sale of any such Note or Notes; and

(iv)  in no event shall an initial Purchaser or Additional Purchaser be deemed a Competitor.

“Compounded SOFR” will be determined by the Company in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):

where:

“SOFR Index Start” means for periods other than the initial interest period, the SOFR Index value on the preceding Floating Interest Rate Determination Date, and, for the initial interest period, the SOFR Index value on June 7, 2022;

“SOFR Index End” means the SOFR Index value on the Floating Interest Rate Determination Date relating to the applicable Floating Rate Note Payment Date (or in the final interest period, relating to the applicable maturity date); and

“d” is the number of calendar days in the relevant Observation Period.

For purposes of determining Compounded SOFR,

“Observation Period” means, in respect of each interest period, the period from, and including, the date two U.S. Government Securities Business Days preceding the first date in such interest period to, but excluding, the date two U.S. Government Securities Business Days preceding the Floating Rate Note Payment Date for such interest period (or in the final interest period, preceding the applicable maturity date).

“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Administrator” means the FRBNY (or a successor administrator of SOFR). “SOFR Administrator’s Website” means the website of the FRBNY, currently athttp://www.newyorkfed.org,  or any successor source.

“SOFR Index” means, with respect to any U.S. Government Securities Business Day:

(1)  the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); or

(2)  if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time, then: (i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable Provisions” described below; or (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “Effect of a Benchmark Transition Event” provisions described below.

“SOFR Index Unavailable Provisions” means if a SOFR Index Start or SOFR Index End is not published on the associated Floating Interest Rate Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR averages, and definitions required for such formula, published on the SOFR Administrator’s Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information.  For the purposes of this provision, references in the SOFR averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR does not so appear for any day, “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website.

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association or any successor organization recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Corresponding Tenor” a tenor (including overnight) or any Floating Interest Period having approximately the same length (disregarding business day adjustment) as the Notes.

“Floating Interest Rate Determination Date” means the date two U.S. Government Securities Business Days before each Floating Rate Note Payment Date.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“GIP Acquisition” means the acquisition by BlackRock Parent, directly or indirectly, of all of the business and assets of GIP, as described more fully in the GIP Transactions Filing.

“GIP Transactions” means collectively, (a) the GIP Acquisition, (b) (i) the transactions taken in connection with and reasonably related to consummating the GIP Acquisition, including the entry into, and performance of, any merger, acquisition, reorganization, purchase, sale or similar transaction agreement among any of the BlackRock Parent, GIP and/or any of their respective Subsidiaries to implement the GIP Transactions and other reorganization transactions in connection with the GIP Acquisition, including those described in the GIP Transactions Filing and (ii) all other transactions reasonably incidental to, or necessary for the consummation of, the foregoing and (c) the payment of fees, expenses and other amounts in connection with any of the foregoing.

“GIP Transactions Filing” means the Form 8-K (including and the exhibits filed therewith or incorporated by reference therein) filed by BlackRock Parent with the SEC on January 12, 2024.

(a)  the government of

(i)  the United States of America or any state or other political subdivision thereof, or

(ii)  any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b)  any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

(a)  all obligations of such Person for borrowed money or with respect to deposits or advances of any kind,

(b)  all obligations of such Person evidenced by bonds, debentures, notes or similar 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 (excluding accounts payable incurred in the ordinary course of business),

(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,

(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 and

(i)  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.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

(a)  the Bank Credit Agreement and any Replacement Facility; and

(b)  any other agreement(s) creating or evidencing indebtedness for borrowed money entered into on or after the date of the first Closing by the Company, or in respect of which the Company is an obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $25,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency) and if no Credit Facility or Credit Facilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Permitted Company Merger Effective Date” is defined in Section 8.8.

(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 Company 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 and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money);

(d)  Liens incurred or pledges or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (other than 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 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 so long as such judgments or awards do not constitute an Event of Default under clause (j) of Section 11;

(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 securing payment of fees, indemnities 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 Company or any of its Subsidiaries in the ordinary course of business;

(i)  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);

(j)  precautionary Liens, and filings of financing statements under the Uniform Commercial Code, covering assets sold or contributed to any Person not prohibited hereunder; and

(k)  Liens incurred in connection with any Hedging Agreement in the ordinary course of business and not for speculative purposes.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time, as such time is defined above, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Floating Rate Required Holders in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York (the “FRBNY”), or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the FRBNY, or any successor thereto.

(a)  prior to the Closing, the Purchasers, and

 (b)  on or after the Closing, the holders of greater than 50.00% in principal amount of each Series of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates or any Portfolio Investment), it being understood that, for purposes of this definition, the Series 2022A Notes shall constitute one Series;

(a)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary: (i) is Guaranteed by any Obligor (other than a Permitted SBIC Guarantee), (ii) is recourse to or obligates any Obligor in any way (other than in respect of any SBIC Equity Commitment or Permitted SBIC Guarantee), or (iii) subjects any property of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness, and

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

Any such designation by the Company shall be effected pursuant to a certificate of a Financial Officer delivered to the holders of the Notes, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation complied with the foregoing conditions.

(a)  each entity set forth on Schedule 5.4 hereto; and

(b)  any Subsidiary of the Company to which any Obligor sells, conveys or otherwise transfers (whether directly or indirectly) Portfolio Investments, Cash or Cash Equivalents, which engages in no material activities other than in connection with the purchase or financing of such assets and other Investments and which is designated by the Company (as provided below) as an SPE Subsidiary, so long as:

(i)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (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, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof;

(ii)  with which no Obligor has any material contract, agreement, arrangement or understanding other than on terms no less favorable in any material respect to such Obligor than those that could reasonably be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets; and

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

Any such designation by the Company shall be effected pursuant to a certificate of a Financial Officer delivered to the holders of the Notes, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation complied with the foregoing conditions.  Each Subsidiary of an SPE Subsidiary shall be deemed to be an SPE Subsidiary and shall comply with the foregoing requirements of this definition.

“SVCP” means Special Value Continuation Partners LLC, a Delaware limited liability company and wholly-owned Subsidiary of TCPC.

“Termination Date” is defined in Section 7.1

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