and assigns in such capacity,
the "Borrower");
(2)TCG BDC, INC. (F/K/A CARLYLE GMS FINANCE, INC.), a Maryland corporation, as
the Transferor (as defined herein);
(3)TCG BDC, INC. (F/K/A CARLYLE GMS FINANCE, INC.), a Maryland corporation, as
the Servicer (as defined herein);
(4)EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender (as defined herein);
(5)EACH OF THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO, as a Liquidity
Bank (as defined herein);
(6)EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender Agent
(as defined herein);
(7)EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender (as defined herein);
(8)CITIBANK, N.A., as the Collateral Agent (as defined herein);
(9)WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Account Bank (as defined
herein), the Backup Servicer (as defined herein), the Collateral Custodian (as
defined herein) and the Collateral Administrator (as defined herein);
(10)CITIBANK, N.A., as the Lead Arranger (as defined herein); and
(11)CITIBANK, N.A., as Administrative Agent (as defined herein).
The Lenders have agreed, on the terms and conditions set forth herein, to
provide a secured revolving credit facility which shall provide for Advances
from time to time in the amounts and in accordance with the terms set forth
herein.
Accordingly, the parties agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01
Certain Defined Terms.
(a)
Certain capitalized terms used throughout this Agreement are defined
above or in this Section 1.01.
(b)
As used in this Agreement and the exhibits and schedules thereto (each of
which is hereby incorporated herein and made a part hereof), the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):
DMSLIBRARY01\30388519.v8
"1940 Act" means the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder.
"Account Bank" means Wells Fargo Bank, National Association, in its capacity as
the "Account Bank" pursuant to this Agreement and the Collection Account
Agreement.
"Account Bank Fees" means the fees set forth in the Backup Servicer, Account
Bank, Collateral Custodian and Collateral Administrator Fee Letter that are
payable to the Account Bank, as such fee letter may be amended, restated,
supplemented or otherwise modified from time to time.
"Account Bank Termination Notice" has the meaning assigned to that term in
Section 14.05.
"Action" has the meaning assigned to that term in Section 9.03.
"Additional Amount" has the meaning assigned to that term in Section 2.11(a).
"Adjusted Pro Rata Share" means, (i) with respect to each Liquidity Bank and
each Institutional Lender that is a Non-Defaulting Lender, (x) with respect to
the determination of Advances, the Pro Rata Share with respect to each Liquidity
Bank and each Institutional Lender determined when assessing a value of zero to
the "Undrawn Amount" of all Defaulting Lenders in the calculation thereunder,
and (y) with respect to the allocation of Collections on any Payment Date or
otherwise in connection with any distribution hereunder, the Pro