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Any of the Regulated Entities may, from time to time, form one or more Wholly-Owned Investment Subsidiaries.³ Such a subsidiary would be prohibited from investing in a Co-Investment Transaction with any Affiliated Fund or another Regulated Entity because it would be a company controlled by the Regulated Entity for purposes of Section 57(a)(4) and Rule 17d-1 of the 1940 Act. Applicants request that each Wholly-Owned Investment Subsidiary be permitted to participate in Co-Investment Transactions in lieu of its parent Regulated Entity and that the Wholly-Owned Investment Subsidiary’s participation in any such transaction be treated, for purposes of the Order, as though the parent Regulated Entity were participating directly. Applicants represent that this treatment is justified because a Wholly-Owned Investment Subsidiary would have no purpose other than serving as a holding vehicle for the Regulated Entity’s investments and, therefore, no conflicts of interest could arise between the Regulated Entity and the Wholly-Owned Investment Subsidiary. The board of directors (the “Board”)⁴ of such Regulated Entity would make all relevant determinations under the Conditions (defined below) with regard to a Wholly-Owned Investment Subsidiary’s participation in a Co-Investment Transaction, and the Regulated Entity’s Board would be informed of, and take into consideration, any proposed use of a Wholly-Owned Investment Subsidiary in the Regulated Entity’s place. If the Regulated Entity proposes to participate in the same Co-Investment Transaction with any of its Wholly-Owned Investment Subsidiaries, the Board of the Regulated Entity will also be informed of, and take into consideration, the relative participation of the Regulated Entity and the Wholly-Owned Investment Subsidiary.

Applicants do not seek relief for transactions that would be permitted under other regulatory or interpretive guidance, including, for example, transactions effected consistent with Commission staff no-action positions.⁵

All existing entities that currently intend to rely on the Order have been named as Applicants and any entities that may rely on the Order in the future will comply with its terms and conditions.

II.	GENERAL DESCRIPTION OF APPLICANTS

The HPS Fund was recently organized as a Delaware statutory trust on December 23, 2020. The HPS Fund intends to become a diversified, closed-end management investment company and intends to elect to be regulated as a BDC under Section 54(a) of the 1940 Act. In addition, the HPS Fund intends to be treated as a regulated investment company for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). The HPS Fund’s investment objective will be to produce current income while preserving capital, by investing primarily in newly originated secured debt, focusing on established, stabilized middle market borrowers. The HPS Fund’s principal place of business is 40 West 57th Street, 33rd Floor, New York, NY 10019. Prior to relying on the requested order, the HPS Fund will have filed an election to be regulated as a BDC under the 1940 Act.

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3

“Wholly-Owned Investment Subsidiary” means any entity: (i) that is wholly-owned by a Regulated Entity (with such Regulated Entity at all times holding, beneficially and of record, 100% of the voting and economic interests); (ii) whose sole business purpose is to hold one or more investments on behalf of such Regulated Entity; (iii) with respect to which the board of directors of such Regulated Entity has the sole authority to make all determinations with respect to the entity’s participation under the conditions of this Application; and (iv) that would be an investment company but for section 3(c)(1) or 3(c)(7) of the 1940 Act. All subsidiaries participating in Co-Investment Transactions will be Wholly-Owned Investment Subsidiaries and will have Objectives and Strategies (as defined below) that are either the same as, or a subset of, their parent Regulated Entity’s Objectives and Strategies.

4	The term “Board” refers to the board of directors, managers or trustees of any Regulated Entity.

5	See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).

The Board of the HPS Fund will have five members, three of whom are not “interested persons” of the HPS Fund within the meaning of Section 2(a)(19) (the “Independent Trustees”).⁶

No Independent Trustee of any Regulated Entity will have a direct or indirect financial interest in any Co-Investment Transaction (other than indirectly through share ownership in one of the Regulated Entities), including any interest in any company whose securities would be acquired in a Co-Investment Transaction.

HPS is a limited liability company organized under the laws of the state of Delaware. HPS serves as the investment adviser to the Existing Regulated Entity and is registered as an investment adviser under the Advisers Act.

The other Existing Advisers are controlled and wholly-owned by HPS, with the exception of HPS Investment Partners CLO (US), LLC and HPS Investment Partners CLO (UK) LLP, which are controlled by HPS but are partially owned by unaffiliated third parties. Descriptions of the other Existing Advisers are set forth in Schedule A hereto.

The Existing Affiliated Funds are entities whose investment adviser is an Existing Adviser and that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act. The investment strategies of the Existing Affiliated Funds are set forth in Schedule A hereto.

III.	ORDER REQUESTED

The Applicants request the Order of the Commission under Sections 17(d) and 57(i) under the 1940 Act and Rule 17d-1 under the 1940 Act to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), one or more Regulated Entities to be able to participate in Co-Investment Transactions with one or more other Regulated Entities and/or one or more Affiliated Funds.

The Regulated Entities and Affiliated Funds seek relief to invest in Co-Investment Transactions because such Co-Investment Transactions would otherwise be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 under the 1940 Act. This Application seeks relief in order to (i) enable the Regulated Entities and Affiliated Funds to avoid the practical difficulties of trying to structure, negotiate and persuade counterparties to enter into transactions while awaiting the granting of the relief requested in individual applications with respect to each Co-Investment Transaction that arises in the future and (ii) enable the Regulated Entities and the Affiliated Funds to avoid the significant legal and other expenses that would be incurred in preparing such individual applications.

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Section 17(d) of the 1940 Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the 1940 Act), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company is a joint or a joint and several participant, in contravention of such rules or regulations as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such other participant. Rule 17d-1 under the 1940 Act generally prohibits participation by a registered investment company and an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) or principal underwriter for that investment company, or an affiliated person of such affiliated person or principal underwriter, in any “joint enterprise or other joint arrangement or profit-sharing plan,” as defined in the rule, without prior approval by the Commission by order upon application.

Similarly, with regard to BDCs, Section 57(a)(4) prohibits certain persons specified in Section 57(b) of the 1940 Act from participating in a joint transaction with a BDC, or a company controlled by a BDC in contravention of rules as prescribed by the Commission. In particular Section 57(a)(4) applies to:

Section 2(a)(3)(C) of the 1940 Act defines an “affiliated person” of another person to include any person directly or indirectly controlling, controlled by, or under common control with, such other person. Section 2(a)(9) of the 1940 Act defines “control” as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with that company. Under Section 2(a)(9), a person who beneficially owns, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company. The Commission and its staff have indicated on a number of occasions their belief that an investment adviser controls the fund that it advises, absent compelling evidence to the contrary.⁸ HPS is the investment adviser to the Existing Regulated Entity and an Adviser will be the investment adviser to each Future Regulated Entity. In addition, an Adviser is or will be the investment adviser of each Affiliated Fund. The Regulated Entities and Affiliated Funds may be deemed to be under common control, and thus affiliated persons of each other under Section 2(a)(3)(C) of the 1940 Act. As a result, these relationships might cause each Regulated Entity and each Affiliated Fund participating in Co-Investment Transactions to be subject to Sections 17(d) or 57(a)(4), and thus subject to the provisions of Rule 17d-1.

Rule 17d-1 under the 1940 Act generally prohibits participation by a registered investment company and an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) or principal underwriter for that investment company, or an affiliated person of such affiliated person or principal underwriter, in any “joint enterprise or other joint arrangement or profit-sharing plan,” as defined in the rule, without prior approval by the Commission by order upon application.

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7	Excluded from this category are the BDC itself and any person who, if it were not directly or indirectly controlled by the BDC, would not otherwise be under common control with the BDC.

8

See, e.g., In re Investment Company Mergers, SEC Rel. No. IC-25259 (Nov. 8, 2001); In re Steadman Security Corp., 46 S.E.C. 896, 920 n.81 (1977) (“[T]he investment adviser almost always controls the fund. Only in the very rare case where the adviser’s role is simply that of advising others who may or may not elect to be guided by his advice...can the adviser realistically be deemed not in control.”).

Rule 17d-1 was promulgated by the Commission pursuant to Section 17(d) and made applicable to BDCs by Section 57(i). Section 57(i) of the 1940 Act provides that, until the Commission prescribes rules under Section 57(a)(4), the Commission’s rules under Section 17(d) of the 1940 Act applicable to registered closed-end investment companies will be deemed to apply. Because the Commission has not adopted any rules under Section 57(a)(4), Rule 17d-1 applies.

Applicants seek relief pursuant to Rule 17d-1, which permits the Commission to authorize joint transactions upon application. In passing upon applications filed pursuant to Rule 17d-1, the Commission is directed by Rule 17d-1(b) to consider whether the participation of a registered investment company or controlled company thereof in the joint enterprise or joint arrangement under scrutiny is consistent with provisions, policies and purposes of the 1940 Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

The Commission has stated that Section 17(d), upon which Rule 17d-1 is based, and upon which Section 57(a)(4) was modeled, was designed to protect investment companies from self-dealing and overreaching by insiders. The Commission has also taken notice that there may be transactions subject to these prohibitions that do not present the dangers of overreaching. See Protecting Investors: A Half-Century of Investment Company Regulation, 1504 Fed.Sec.L.Rep., Extra Edition (May 29, 1992) at 448, et seq. The Court of Appeals for the Second Circuit has enunciated a like rationale for the purpose behind Section 17(d): “The objective of [Section] 17(d) ... is to prevent...injuring the interest of stockholders of registered investment companies by causing the company to participate on a basis different from or less advantageous than that of such other participants.” Securities and Exchange Commission v. Talley Industries, Inc., 399 F.2d 396, 405 (2d Cir. 1968), cert. denied, 393 U.S. 1015 (1969). Furthermore, Congress acknowledged that the protective system established by the enactment of Section 57 is “similar to that applicable to registered investment companies under Section 17 of the 1940 Act, and rules thereunder, but is modified to address concerns relating to unique characteristics presented by business development companies.” H.Rep. No. 96-1341, 96th Con., 2d Sess. 45 (1980) reprinted in 1980 U.S.C.C.A.N. 4827.

Applicants believe that the Conditions of this Application would ensure that the conflicts of interest that Section 17(d) and Section 57(a)(4) were designed to prevent would be addressed and the standards for an order under Rule 17d-1 are met.

Applicants believe that the proposed Conditions, as discussed more fully in Section III.D of this Application, will ensure the protection of investors of the Regulated Entities and compliance with the purposes and policies of the 1940 Act with respect to the Co-Investment Transactions. In particular, the Conditions, as outlined below, would ensure that each Regulated Entity would only invest in investments that are appropriate to the interests of investors and the investment needs and abilities of that Regulated Entity. In addition, each Regulated Entity would be able to invest on equal footing with each other Regulated Entity and/or one or more Affiliated Funds, including identical terms, conditions, price, class of securities purchased, settlement date, and registration rights. Each Regulated Entity would have the ability to engage in Follow-On Investments in a fair manner consistent with the protections of the other Conditions. Each Regulated Entity would have the ability to participate in any sale of a security purchased in a Co-Investment Transaction on a proportionate basis, at the same price and on the same terms and conditions. Fees and expenses of Co-Investment Transactions would be borne by the Advisers, or shared pro rata among the Regulated Entities and Affiliated Funds who participate in the Co-Investment Transactions. The Conditions would also prevent a Regulated Entity from investing in any issuer in which another Regulated Entity, Affiliated Fund, or any affiliated person thereof, is an existing investor, which eliminates the possibility of a Regulated Entity being forced to invest in a manner that would benefit an affiliated person’s existing investment. Also, sufficient records of the transactions would be maintained to permit the examination staff of the Commission to monitor compliance with the terms of the requested order.

The Conditions impose a variety of duties on the Advisers with respect to Co-Investment Transactions and Potential Co-Investment Transactions by the Regulated Entities. These duties include determinations regarding investment appropriateness, the appropriate level of investment, and the provision of information to the Board of any Regulated Entity. In addition, when considering Potential Co-Investment Transactions for any Regulated Entity, the relevant Adviser will consider only the Objectives and Strategies,⁹ Board-Established Criteria,¹⁰ investment policies, investment positions, capital available for investment, and other pertinent factors applicable to that Regulated Entity. The participation of a Regulated Entity in a Potential Co-Investment Transaction may only be approved by a Required Majority, as defined in Section 57(o) (a ‘Required Majority’), of the trustees of the Board eligible to vote on that Co-Investment Transaction under Section 57(o) (the ‘Independent Trustees’).¹¹

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9

The term “Objectives and Strategies” means a Regulated Entity’s investment objectives and strategies as described in the Regulated Entity’s registration statement on Form N-2, other filings the Regulated Entity has made with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, and the Regulated Entity’s reports to investors.

10

The term “Board-Established Criteria” means criteria that the Board of the applicable Regulated Entity may establish from time to time to describe the characteristics of Potential Co-Investment Transactions which would be within the Regulated Entity’s then-current Objectives and Strategies that the applicable Adviser should consider as appropriate for the Regulated Entity. If no Board-Established Criteria are in effect for a Regulated Entity, then such Adviser will consider all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies for that Regulated Entity. Board-Established Criteria will be objective and testable, meaning that they will be based on observable information, such as industry/sector of the issuer, minimum earnings before interest, taxes, depreciation and amortization of the issuer, asset class of the investment opportunity or required commitment size, and not on characteristics that involve a discretionary assessment. The Adviser to a Regulated Entity may from time to time recommend criteria for the applicable Board’s consideration, but Board-Established Criteria will only become effective if approved by a majority of the Independent Trustees. The Independent Trustees of a Regulated Entity may at any time rescind, suspend or qualify its approval of any Board-Established Criteria, though Applicants anticipate that, under normal circumstances, the Board would not modify these criteria more often than quarterly.

11	In the case of a Regulated Entity that is a registered closed-end fund, the Board members that make up the Required Majority will be determined as if the Regulated Entity were a BDC subject to Section 57(o) of the 1940 Act.

The amount of each Regulated Entity’s capital available for investment will be determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the Board of the applicable Regulated Entity or imposed by applicable laws, rules, regulations or interpretations. Likewise, an Affiliated Fund’s capital available for investment will be determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set by the Affiliated Fund’s directors, general partners or adviser or imposed by applicable laws, rules, regulations or interpretations.

In sum, the Applicants believe that the proposed Conditions would ensure that each Regulated Entity that participated in a Co-Investment Transaction does not participate on a basis different from, or less advantageous than, that of such other participants. As a result, the Applicants believe that the participation of the Regulated Entities in Co-Investment Transactions done in accordance with the Conditions would be consistent with the provisions, policies, and purposes of the 1940 Act, and would be done in a manner that was not different from, or less advantageous than, the other participants.

With respect to each Wholly-Owned Investment Subsidiary, such a subsidiary would be prohibited from investing in a Co-Investment Transaction with any Affiliated Fund or Regulated Entity because it would be a company controlled by its parent Regulated Entity for purposes of Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 under the 1940 Act. Applicants request that each Wholly-Owned Investment Subsidiary be permitted to participate in Co-Investment Transactions in lieu of its parent Regulated Entity and that the Wholly-Owned Investment Subsidiary’s participation in any such transaction be treated, for purposes of the Order, as though the parent Regulated Entity were participating directly. Applicants represent that this treatment is justified because a Wholly-Owned Investment Subsidiary would have no purpose other than serving as a holding vehicle for the Regulated Entity’s investments and, therefore, no conflicts of interest could arise between the Regulated Entity and the Wholly-Owned Investment Subsidiary. The Regulated Entity’s Board would make all relevant determinations under the Conditions with regard to a Wholly-Owned Investment Subsidiary’s participation in a Co-Investment Transaction, and the Regulated Entity’s Board would be informed of, and take into consideration, any proposed use of a Wholly-Owned Investment Subsidiary in the Regulated Entity’s place. If the Regulated Entity proposes to participate in the same Co-Investment Transaction with any of its Wholly-Owned Investment Subsidiaries, the Board will also be informed of, and take into consideration, the relative participation of the Regulated Entity and the Wholly-Owned Investment Subsidiary.

If an Adviser or its principals, or any person controlling, controlled by, or under common control with an Adviser or its principals, and the Affiliated Funds (collectively, the “Holders”) own in the aggregate more than 25% of the outstanding voting shares of a Regulated Entity (the “Shares”), then the Holders will vote such Shares as required under Condition 15.

Applicants believe that this Condition will ensure that the Independent Trustees will act independently in evaluating the co-investment program, because the ability of an Adviser or the principals to influence the Independent Trustees by a suggestion, explicit or implied, that the Independent Trustees can be removed will be limited significantly. The Independent Trustees shall evaluate and approve any such independent third party, taking into account its qualifications, reputation for independence, cost to the investors, and other factors that they deem relevant.

Applicants agree that any Order granting the requested relief shall be subject to the following Conditions:

1.

2.          

A.

the interests of the Regulated Entity’s equity holders; and

B.

the Regulated Entity’s then-current Objectives and Strategies;

7.

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12	This exception applies only to Follow-On Investments by a Regulated Entity in issuers in which that Regulated Entity already holds investments.

8.

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13	Applicants are not requesting and the staff of the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.

IV.	STATEMENT IN SUPPORT OF RELIEF REQUESTED

Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the Regulated Entities and the investors thereof and (ii) the protections found in the Conditions set forth in this Application.

In the absence of the relief sought hereby, in some circumstances the Regulated Entities may be limited in their ability to participate in attractive and appropriate investment opportunities. Section 17(d), Section 57(a)(4) and Rule 17d-1 of the 1940 Act should not prevent registered investment companies and BDCs from making investments that are in the best interests of their investors.

In cases where an Adviser identifies investment opportunities requiring larger capital commitments, it must seek the participation of other entities with similar investment styles. The ability to participate in Co-Investment Transactions that involve committing larger amounts of financing would enable each Regulated Entity to participate with one or more of the Affiliated Funds and the other Regulated Entities in larger financing commitments, which would, in turn, be expected to obtain discounted prices and increase income, expand investment opportunities and provide better access to due diligence information for the Regulated Entities. Indeed, each Regulated Entity’s inability to co-invest with one or more of the Affiliated Funds and the other Regulated Entities could potentially result in the loss of beneficial investment opportunities for such Regulated Entity and, in turn, adversely affect such Regulated Entity’s investors. The Advisers expect that any portfolio company that is an appropriate investment for a Regulated Entity should also be an appropriate investment for one or more other Regulated Entities and/or one or more Affiliated Funds, with certain exceptions based on available capital or diversification. The Regulated Entities, however, will not be obligated to invest, or co-invest, when investment opportunities are referred to them.

Each Regulated Entity and its investors will benefit from the ability to participate in Co-Investment Transactions. The Board of the Existing Regulated Entity, including the Independent Trustees, has determined that it is in the best interests of the Existing Regulated Entity to have the ability to participate in Co-Investment Transactions because, among other matters: (i) the Existing Regulated Entity may be able to participate in a larger number and greater variety of transactions; (ii) the Existing Regulated Entity may be able to participate in larger transactions; (iii) the Existing Regulated Entity will be able to participate in all opportunities approved by a Required Majority or otherwise permissible under the Order rather than risk underperformance through rotational allocation of opportunities among the Regulated Entities; (iv) the Existing Regulated Entity and any other Regulated Entities participating in the proposed investment may have greater bargaining power and more potential control over the investment, each of which could result in terms that are more favorable for the participating Regulated Entities; (v) the Existing Regulated Entity may obtain greater attention from the sponsors and other management of potential investments; and (vi) the general terms and conditions of the proposed Order are fair to the Regulated Entities and their investors.¹⁴ For these reasons, the Board of the Existing Regulated Entity has determined that it is proper and desirable for the Existing Regulated Entity to have the ability to participate in Co-Investment Transactions with other Regulated Entities and one or more Affiliated Funds.

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14	The Board of each Future Regulated Entity will make the same findings before engaging in a Co-Investment Transaction in reliance on the requested order.

The Conditions set forth in this Application ensure that the proposed Co-Investment Transactions are consistent with the protection of each Regulated Entity’s shareholders and with the purposes intended by the policies and provisions of the 1940 Act. Specifically, the Conditions incorporate the following critical protections: (i) in each Co-Investment Transaction, all Regulated Entities and Affiliated Funds participating in the Co-Investment Transactions will invest at the same time for the same price and with the same terms, conditions, class, registration rights and any other rights, so that none of them receives terms more favorable than any other; (ii) a Required Majority of each Regulated Entity must approve various investment decisions with respect to such Regulated Entity in accordance with the Conditions; and (iii) the Regulated Entities are required to retain and maintain certain records.

Other than pro rata dispositions and Follow-On Investments as provided in Conditions 7 and 8, and after making the determinations required in Conditions 1 and 2(a), the applicable Adviser will present each Potential Co-Investment Transaction and the proposed allocation to the Eligible Trustees, and the Required Majority will approve each Co-Investment Transaction prior to any investment by the participating Regulated Entity. With respect to the pro rata dispositions and Follow-On Investments provided in Conditions 7 and 8, a Regulated Entity may participate in a pro rata disposition or Follow-On Investment without obtaining prior approval of the Required Majority if, among other things: (i) the proposed participation of each Regulated Entity and each Affiliated Fund in such disposition is proportionate to its outstanding investments in the issuer immediately preceding the disposition or Follow-On Investment, as the case may be; and (ii) the Board of the Regulated Entity has approved that Regulated Entity’s participation in pro rata dispositions and Follow-On Investments as being in the best interests of the Regulated Entity. If the Board does not so approve, any such disposition or Follow-On Investment will be submitted to the Regulated Entity’s Eligible Trustees. The Board of any Regulated Entity may at any time rescind, suspend or qualify its approval of pro rata dispositions and Follow-On Investments with the result that all dispositions and/or Follow-On Investments must be submitted to the Eligible Trustees.

Applicants believe that participation by the Regulated Entities in pro rata dispositions and Follow-On Investments, as provided in Conditions 7 and 8, is consistent with the provisions, policies and purposes of the 1940 Act and will not be made on a basis different from or less advantageous than that of other participants. A formulaic approach, such as pro rata dispositions and Follow-On Investments, eliminates the discretionary ability to make allocation determinations, and in turn eliminates the possibility for overreaching and promotes fairness. Applicants note that the Commission has adopted a similar pro rata approach in the context of Rule 23c-2, which relates to the redemption by a closed-end investment company of less than all of a class of its securities, indicating the general fairness and lack of overreaching that such approach provides.

The foregoing analysis applies equally where a Wholly-Owned Investment Subsidiary is involved in a Co-Investment Transaction as each Wholly-Owned Investment Subsidiary will be treated as one company with its parent for purposes of this Application.

V.	PRECEDENTS

The Commission previously has issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to co-invest in certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1 of the 1940 Act.¹⁵

 

VI.	PROCEDURAL MATTERS

Please address all communications concerning this Application and the Notice and Order to:

Yoohyun K. Choi

HPS Investment Partners, LLC

40 West 57th Street

33rd Floor

New York, NY 10019

E-mail: kathy.choi@hpspartners.com

Please address any questions, and a copy of any communications, concerning this Application, the Notice and Order to:

Richard Horowitz, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

E-mail: richard.horowitz@dechert.com

In accordance with Rule 0-2(c) under the Act, the Applicants state that all actions necessary to authorize the execution and filing of this Application have been taken, and the persons signing and filing this document are authorized to do so on behalf of the Applicants. Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Corporate Lending Fund (in her capacity as Sole Trustee). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC (in her capacity as Director). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Investment Manager of each of Core Senior Lending Fund L.P., Core Senior Lending Master Fund (PB), L.P., HPS Core Senior Lending Portfolio (PB) II, L.P., Credit Value Master Fund 2016, L.P., Credit Value Master Fund V, L.P., Credit Value Ontario Fund V, L.P., Credit Value Master Fund VI, L.P., European Asset Value Fund (USD) II, L.P., European Asset Value Offshore Fund (USD) II, L.P., European Asset Value Offshore Fund II, L.P., HPS European Liquid Loan Opportunities Master Fund, L.P., HPS Special Situations Opportunity Fund, L.P., HPS Special Situations Opportunity Offshore Fund, L.P., HPS Specialty Loan Fund (JPY) V, L.P., HPS Specialty Loan Fund V, L.P., HPS Specialty Loan Fund V-L, L.P., HPS Specialty Loan International Fund V-L, L.P., Institutional Credit Master Fund, L.P., Liquid Loan Opportunities Master Fund, L.P., Real Estate Credit Solutions Fund II, L.P., Real Estate Credit Solutions Offshore Fund II, L.P., Specialty Loan Fund 2016, L.P., Specialty Loan Fund 2016-L, L.P., Specialty Loan Institutional Fund 2016-L, L.P., Aiguilles Rouges Irish Specialty Loan Fund plc, Aiguilles Rouges Specialty Loan Fund, L.P., Brickyard Direct Lending Fund, L.P., Cactus Direct Lending Fund, L.P., Cardinal Fund, L.P., Core Senior Lending Fund (A-A), L.P., CST Specialty Loan Fund, L.P., Falcon Credit Fund, L.P., GIM Credit Lux S.A., GIM Credit Master Lux S.à r.l., GIM II, L.P., GIM, L.P., HC Direct Lending Fund, L.P., Hinode Direct Lending 2017 Fund, L.P., HN Co-Investment Fund, L.P., HPS Core Senior Lending Co-Invest, L.P., HPS DPT Direct Lending Fund, L.P., HPS Halite 2020 Direct Lending Fund Limited, HPS Magnetite Energy & Power Credit Fund, L.P., HPS Magnetite Energy & Power Credit Offshore Fund, L.P., HPS Ocoee Specialty Loan Fund, L.P., HPS OH Co-Investment Fund, L.P., HPS PA Co-Investment Fund, L.P., HPS RR Specialty Loan Fund, L.P., HPS VG Co-Investment Fund, L.P., Jade Real Assets Fund, L.P., Kitty Hawk Credit Fund, L.P., Mauna Kea Fund, L.P., Moreno Street Direct Lending Fund, L.P., NDT Senior Loan Fund, L.P., Presidio Loan Fund, L.P., Private Loan Opportunities Fund, L.P., Red Cedar Fund 2016, L.P., SC Strategic Investment Fund, L.P., Specialty Loan Fund – CX-2, L.P., Specialty Loan VG Fund, L.P., Specialty Loan Ontario Fund 2016, L.P., EL Specialty Loan Secondary Fund, L.P., and HPS Specialty Loan Ontario Fund V, L.P. (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of HPS Mezzanine Management 2019, LLC, Investment Manager of each of HPS Mezzanine Partners 2019, L.P., HPS Offshore Mezzanine Partners 2019 Co-Invest, L.P., HPS Offshore Mezzanine Partners 2019 Europe, SCSp, HPS Offshore Mezzanine Partners 2019, L.P., Bronco Co-Invest, L.P, Endurance II Co-Invest, L.P., Galaxy III Co-Invest, L.P., Milano Co-Invest, L.P., Neptune Co-Invest, L.P., HPS KP Mezz 2019 Co-Invest, L.P., HPS AP Mezzanine Partners 2019, L.P., HPS Hinode Mezzanine Partners 2020, L.P., HPS AD Co-Investment Holdings, L.P. (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Portfolio Manager of each of HPS Specialty Loan Europe Fund V, SCSp, HPS Specialty Loan International Fund V, SCSp, Mayfair Alternative Credit Funds ICAV, HPS Elbe Unlevered Direct Lending Fund, SCSp, Core Senior Lending Fund II, SCSp and Core Senior Lending International Fund II, SCSp (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of HPS Mezzanine Management III, LLC, Investment Manager of each of Mezzanine Partners III, L.P., Offshore Mezzanine Partners III Co-Invest, L.P., Offshore Mezzanine Partners III, L.P., Aspen Co-Invest, L.P., Patriot Co-Invest, L.P., and AP Mezzanine Partners III, L.P. (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of HPS Opportunities SL Management, LLC, Investment Manager of Sandlapper Credit Fund, L.P. (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Strategic Investment Partners V Offshore GP of GP, LLC, as General Partner of HPS Strategic Investment Partners V Offshore GP, L.P., General Partner of HPS Offshore Strategic Investment Partners V, L.P. (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Partners Holdings II, LLC, as General Partner of HPS Strategic Investment Partners V GP, L.P., General Partner of each of HPS Strategic Investment Partners V, L.P. and HPS AP Strategic Investment Partners V, L.P. (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of HPS Strategic Investment Management V, LLC (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners (UK) Ltd I and HPS Investment Partners (UK) Ltd II, as Corporate Members of each of HPS Investment Partners (UK) LLP and HPS Investment Partners CLO (UK) LLP (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners (HK), Limited and HPS Investments Partners (AUS) Pty Ltd. (in her capacity as Director). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of each of HPS ALSC Management, LLC, HPS Mezzanine Partners, LLC, HPS Mezzanine Partners II, LLC, HPS Mezzanine Management III, LLC, HPS Mezzanine Management 2019, LLC, HPS Opportunities SL Management, LLC, HPS RE Management, LLC, HPS EF GP, LLC, HPS EL SLF 2016 GP, LLC and CGC, LLC (in her capacity as Chief Administrative Officer).  Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of CGC, LLC, the Managing Member of CGC III Partners LLC (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of HPS Mezzanine Management 2019, LLC, Investment Manager of Shelby Co-Invest, L.P. (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of HPS Investment Partners, LLC, as Sole Member of HPS Strategic Investment Management V, LLC, Investment Manager of HPS Offshore Strategic Investment Partners V Europe, SCSP (in her capacity as Chief Administrative Officer). Faith Rosenfeld is authorized to sign and file this document on behalf of Segovia Loan Management Corporate Services (UK) Ltd. and Segovia Loan Management (UK) Ltd., as Corporate Members of Segovia Loan Advisors (UK) LLP (in her capacity as Director). David Frey is authorized to sign and file this document on behalf of HPS Investment Partners CLO (US), LLC (in his capacity as Director). The verification required by Rule 0-2(d) under the Act is attached hereto as Exhibit A-1 of this Application. Applicants have caused this Application to be duly signed on their behalf on the 5th day of August, 2021.

HPS CORPORATE LENDING FUND

HPS INVESTMENT PARTNERS, LLC

CORE SENIOR LENDING FUND L.P.

CORE SENIOR LENDING MASTER FUND (PB), L.P.

HPS CORE SENIOR LENDING PORTFOLIO (PB) II, L.P.

CREDIT VALUE MASTER FUND 2016, L.P.

CREDIT VALUE MASTER FUND V, L.P.

CREDIT VALUE ONTARIO FUND V, L.P.

CREDIT VALUE MASTER FUND VI, L.P.

EUROPEAN ASSET VALUE FUND (USD) II, L.P.

EUROPEAN ASSET VALUE OFFSHORE FUND (USD) II, L.P.

EUROPEAN ASSET VALUE OFFSHORE FUND II, L.P.

HPS EUROPEAN LIQUID LOAN OPPORTUNITIES MASTER FUND, L.P.

HPS SPECIAL SITUATIONS OPPORTUNITY FUND, L.P.

HPS SPECIAL SITUATIONS OPPORTUNITY OFFSHORE FUND, L.P.

HPS SPECIALTY LOAN FUND (JPY) V, L.P.

HPS SPECIALTY LOAN FUND V, L.P.

HPS SPECIALTY LOAN FUND V-L, L.P.

HPS SPECIALTY LOAN INTERNATIONAL FUND V-L, L.P.

INSTITUTIONAL CREDIT MASTER FUND, L.P.

LIQUID LOAN OPPORTUNITIES MASTER FUND, L.P.

REAL ESTATE CREDIT SOLUTIONS FUND II, L.P.

REAL ESTATE CREDIT SOLUTIONS OFFSHORE FUND II, L.P.

SPECIALTY LOAN FUND 2016, L.P.

SPECIALTY LOAN FUND 2016-L, L.P.

SPECIALTY LOAN INSTITUTIONAL FUND 2016-L, L.P.

AIGUILLES ROUGES IRISH SPECIALTY LOAN FUND PLC

AIGUILLES ROUGES SPECIALTY LOAN FUND, L.P.

BRICKYARD DIRECT LENDING FUND, L.P.

CACTUS DIRECT LENDING FUND, L.P.

CARDINAL FUND, L.P.

CORE SENIOR LENDING FUND (A-A), L.P.

CST SPECIALTY LOAN FUND, L.P.

FALCON CREDIT FUND, L.P.

GIM CREDIT LUX S.A.

GIM CREDIT MASTER LUX S.À R.L.

GIM II, L.P.

GIM, L.P.

HC DIRECT LENDING FUND, L.P.

HINODE DIRECT LENDING 2017 FUND, L.P.

HN CO-INVESTMENT FUND, L.P.

HPS CORE SENIOR LENDING CO-INVEST, L.P.

HPS DPT DIRECT LENDING FUND, L.P.

HPS HALITE 2020 DIRECT LENDING FUND LIMITED

HPS MAGNETITE ENERGY & POWER CREDIT FUND, L.P.

HPS MAGNETITE ENERGY & POWER CREDIT OFFSHORE FUND, L.P.

HPS OCOEE SPECIALTY LOAN FUND, L.P.

HPS OH CO-INVESTMENT FUND, L.P.

HPS PA CO-INVESTMENT FUND, L.P.

HPS RR SPECIALTY LOAN FUND, L.P.

HPS VG CO-INVESTMENT FUND, L.P.

JADE REAL ASSETS FUND, L.P.

KITTY HAWK CREDIT FUND, L.P.

MAUNA KEA FUND, L.P.

MORENO STREET DIRECT LENDING FUND, L.P.

NDT SENIOR LOAN FUND, L.P.

PRESIDIO LOAN FUND, L.P.

PRIVATE LOAN OPPORTUNITIES FUND, L.P.

RED CEDAR FUND 2016, L.P.

SC STRATEGIC INVESTMENT FUND, L.P.

SPECIALTY LOAN FUND – CX-2, L.P.

SPECIALTY LOAN VG FUND, L.P.

SPECIALTY LOAN ONTARIO FUND 2016, L.P.

EL SPECIALTY LOAN SECONDARY FUND, L.P.

HPS SPECIALTY LOAN ONTARIO FUND V, L.P.

BY: HPS INVESTMENT PARTNERS, LLC AS INVESTMENT MANAGER

HPS MEZZANINE PARTNERS 2019, L.P.

HPS OFFSHORE MEZZANINE PARTNERS 2019 CO-INVEST, L.P.

HPS OFFSHORE MEZZANINE PARTNERS 2019 EUROPE, SCSP

HPS OFFSHORE MEZZANINE PARTNERS 2019, L.P.

BRONCO CO-INVEST, L.P

ENDURANCE II CO-INVEST, L.P.

GALAXY III CO-INVEST, L.P.

MILANO CO-INVEST, L.P.

NEPTUNE CO-INVEST, L.P.

HPS KP MEZZ 2019 CO-INVEST, L.P.

HPS AP MEZZANINE PARTNERS 2019, L.P.

HPS HINODE MEZZANINE PARTNERS 2020, L.P.

HPS AD CO-INVESTMENT HOLDINGS, L.P.

BY: HPS MEZZANINE MANAGEMENT 2019, LLC, ITS INVESTMENT MANGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS SPECIALTY LOAN EUROPE FUND V, SCSP

HPS SPECIALTY LOAN INTERNATIONAL FUND V, SCSP

MAYFAIR ALTERNATIVE CREDIT FUNDS ICAV

HPS ELBE UNLEVERED DIRECT LENDING FUND, SCSP

CORE SENIOR LENDING FUND II, SCSP

CORE SENIOR LENDING INTERNATIONAL FUND II, SCSP

BY: HPS INVESTMENT PARTNERS, LLC AS PORTFOLIO MANAGER

MEZZANINE PARTNERS III, L.P.

OFFSHORE MEZZANINE PARTNERS III CO-INVEST, L.P.

OFFSHORE MEZZANINE PARTNERS III, L.P.

ASPEN CO-INVEST, L.P.

PATRIOT CO-INVEST, L.P.

AP MEZZANINE PARTNERS III, L.P.

BY: HPS MEZZANINE MANAGEMENT III, LLC, ITS INVESTMENT MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

SANDLAPPER CREDIT FUND, L.P.

BY: HPS OPPORTUNITIES SL MANAGEMENT, LLC, ITS INVESTMENT MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS OFFSHORE STRATEGIC INVESTMENT PARTNERS V, L.P.

BY: HPS STRATEGIC INVESTMENT PARTNERS V OFFSHORE GP, L.P., ITS

GENERAL PARTNER

BY: HPS STRATEGIC INVESTMENT PARTNERS V OFFSHORE GP OF GP, LLC, ITS

GENERAL PARTNER

HPS STRATEGIC INVESTMENT PARTNERS V, L.P.

HPS AP STRATEGIC INVESTMENT PARTNERS V, L.P.

BY: HPS STRATEGIC INVESTMENT PARTNERS V GP, L.P., ITS GENERAL

PARTNER

BY: HPS PARTNERS HOLDINGS II, LLC, ITS GENERAL PARTNER

HPS STRATEGIC INVESTMENT MANAGEMENT V, LLC

BY: HPS INVESTMENT PARTNERS, LLC ITS SOLE MEMBER

HPS INVESTMENT PARTNERS (UK) LLP

BY: HPS INVESTMENT PARTNERS (UK) LTD I & HPS INVESTMENT PARTNERS

(UK) LTD II, ITS CORPORATE MEMBERS

HPS INVESTMENT PARTNERS (HK), LIMITED

HPS INVESTMENTS PARTNERS (AUS) PTY LTD.

HPS ALSC MANAGEMENT, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE PARTNERS, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE PARTNERS II, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE MANAGEMENT III, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE MANAGEMENT 2019, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS OPPORTUNITIES SL MANAGEMENT, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS RE MANAGEMENT, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS INVESTMENT PARTNERS CLO (US), LLC

HPS INVESTMENT PARTNERS CLO (UK) LLP

BY: HPS INVESTMENT PARTNERS (UK) LTD I & HPS INVESTMENT PARTNERS

(UK) LTD II, ITS CORPORATE MEMBERS

HPS EF GP, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS EL SLF 2016 GP, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

CGC, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

CGC III PARTNERS LLC

BY: CGC, LLC, ITS MANAGING MEMBER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

SHELBY CO-INVEST, L.P.

BY: HPS MEZZANINE MANAGEMENT 2019, LLC, ITS INVESTMENT MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS OFFSHORE STRATEGIC INVESTMENT PARTNERS V EUROPE, SCSP

BY: HPS STRATEGIC INVESTMENT MANAGEMENT V, LLC, ITS PORTFOLIO
MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

SEGOVIA LOAN ADVISORS (UK) LLP

BY: SEGOVIA LOAN MANAGEMENT CORPORATE SERVICES (UK) LTD. AND

SEGOVIA LOAN MANAGEMENT (UK) LTD., ITS CORPORATE MEMBERS

EXHIBIT A-1

VERIFICATION

The undersigned state that they have duly executed the attached Application for and on behalf of each of HPS Corporate Lending Fund, HPS Investment Partners, LLC, Brickyard Direct Lending Fund, L.P., Core Senior Lending Fund (A-A), L.P., Core Senior Lending Fund, L.P., HPS DPT Direct Lending Fund, L.P., Hinode Direct Lending 2017 Fund, L.P., Kitty Hawk Credit Fund, L.P., Core Senior Lending Master Fund (PB), L.P., HPS Core Senior Lending Portfolio (PB) II, L.P., Credit Value Master Fund 2016, L.P., Credit Value Master Fund V, L.P., Credit Value Ontario Fund V, L.P., Credit Value Master Fund VI, L.P., European Asset Value Fund (USD) II, L.P., European Asset Value Offshore Fund (USD) II, L.P., European Asset Value Offshore Fund II, L.P., HPS European Liquid Loan Opportunities Master Fund, L.P., HPS Mezzanine Partners 2019, L.P., HPS Offshore Mezzanine Partners 2019 Co-Invest, L.P., HPS Offshore Mezzanine Partners 2019 Europe, SCSp, HPS Offshore Mezzanine Partners 2019, L.P., HPS Special Situations Opportunity Fund, L.P., HPS Special Situations Opportunity Offshore Fund, L.P., HPS Specialty Loan Europe Fund V, SCSp, HPS Specialty Loan Fund (JPY) V, L.P., HPS Specialty Loan Fund V, L.P., HPS Specialty Loan Fund V-L, L.P., HPS Specialty Loan International Fund V, SCSp, HPS Specialty Loan International Fund V-L, L.P., Institutional Credit Master Fund, L.P., Liquid Loan Opportunities Master Fund, L.P., Mayfair Alternative Credit Funds ICAV, Mezzanine Partners III, L.P., Offshore Mezzanine Partners III Co-Invest, L.P., Offshore Mezzanine Partners III, L.P., Real Estate Credit Solutions Fund II, L.P., Real Estate Credit Solutions Offshore Fund II, L.P., Specialty Loan Fund 2016, L.P., Specialty Loan Fund 2016-L, L.P., Specialty Loan Institutional Fund 2016-L, L.P., Aspen Co-Invest, L.P., Bronco Co-Invest, L.P, Endurance II Co-Invest, L.P., Galaxy III Co-Invest, L.P., Milano Co-Invest, L.P., Neptune Co-Invest, L.P., Patriot Co-Invest, L.P., Aiguilles Rouges Irish Specialty Loan Fund plc, Aiguilles Rouges Specialty Loan Fund, L.P., Cactus Direct Lending Fund, L.P., Cardinal Fund, L.P., CST Specialty Loan Fund, L.P., Falcon Credit Fund, L.P., GIM Credit Lux S.A., GIM Credit Master Lux S.à r.l., GIM II, L.P., GIM, L.P., HC Direct Lending Fund, L.P., HN Co-Investment Fund, L.P., HPS Core Senior Lending Co-Invest, L.P., HPS Halite 2020 Direct Lending Fund Limited, HPS KP Mezz 2019 Co-Invest, L.P., HPS Magnetite Energy & Power Credit Fund, L.P., HPS Magnetite Energy & Power Credit Offshore Fund, L.P., HPS Ocoee Specialty Loan Fund, L.P., HPS OH Co-Investment Fund, L.P., HPS PA Co-Investment Fund, L.P., HPS RR Specialty Loan Fund, L.P., HPS VG Co-Investment Fund, L.P., Jade Real Assets Fund, L.P., Mauna Kea Fund, L.P., Moreno Street Direct Lending Fund, L.P., NDT Senior Loan Fund, L.P., Presidio Loan Fund, L.P., Private Loan Opportunities Fund, L.P., Red Cedar Fund 2016, L.P., Sandlapper Credit Fund, L.P., SC Strategic Investment Fund, L.P., Specialty Loan Fund – CX-2, L.P., Specialty Loan VG Fund, L.P., AP Mezzanine Partners III, L.P., HPS AP Mezzanine Partners 2019, L.P., HPS Hinode Mezzanine Partners 2020, L.P., Specialty Loan Ontario Fund 2016, L.P., EL Specialty Loan Secondary Fund, L.P., HPS Offshore Strategic Investment Partners V, L.P., HPS Strategic Investment Partners V, L.P., HPS AP Strategic Investment Partners V, L.P., HPS AD Co-Investment Holdings, L.P., HPS Investment Partners (UK) LLP, HPS Investment Partners (HK), Limited, HPS Investments Partners (AUS) Pty Ltd., HPS ALSC Management, LLC, HPS Mezzanine Partners, LLC, HPS Mezzanine Partners II, LLC, HPS Mezzanine Management III, LLC, HPS Mezzanine Management 2019, LLC, HPS Opportunities SL Management, LLC, HPS RE Management, LLC, HPS Investment Partners CLO (US), LLC, HPS Investment Partners CLO (UK) LLP, HPS EF GP, LLC, HPS EL SLF 2016 GP, LLC, CGC, LLC, CGC III Partners LLC, HPS Strategic Investment Management V, LLC, HPS Elbe Unlevered Direct Lending Fund, SCSp, HPS Specialty Loan Ontario Fund V, L.P., Shelby Co-Invest, L.P., Core Senior Lending Fund II, SCSp, Core Senior Lending International Fund II, SCSp, HPS Offshore Strategic Investment Partners V Europe, SCSp, and Segovia Loan Advisors (UK) LLP and that all actions necessary to authorize the undersigned to execute and file this Application have been taken. The undersigned further state that they are familiar with the Application and the contents thereof, and the facts therein set forth are true to the best of their knowledge, information and belief.

HPS CORPORATE LENDING FUND

HPS INVESTMENT PARTNERS, LLC

CORE SENIOR LENDING FUND L.P.

CORE SENIOR LENDING MASTER FUND (PB), L.P.

HPS CORE SENIOR LENDING PORTFOLIO (PB) II, L.P.

CREDIT VALUE MASTER FUND 2016, L.P.

CREDIT VALUE MASTER FUND V, L.P.

CREDIT VALUE ONTARIO FUND V, L.P.

CREDIT VALUE MASTER FUND VI, L.P.

EUROPEAN ASSET VALUE FUND (USD) II, L.P.

EUROPEAN ASSET VALUE OFFSHORE FUND (USD) II, L.P.

EUROPEAN ASSET VALUE OFFSHORE FUND II, L.P.

HPS EUROPEAN LIQUID LOAN OPPORTUNITIES MASTER FUND, L.P.

HPS SPECIAL SITUATIONS OPPORTUNITY FUND, L.P.

HPS SPECIAL SITUATIONS OPPORTUNITY OFFSHORE FUND, L.P.

HPS SPECIALTY LOAN FUND (JPY) V, L.P.

HPS SPECIALTY LOAN FUND V, L.P.

HPS SPECIALTY LOAN FUND V-L, L.P.

HPS SPECIALTY LOAN INTERNATIONAL FUND V-L, L.P.

INSTITUTIONAL CREDIT MASTER FUND, L.P.

LIQUID LOAN OPPORTUNITIES MASTER FUND, L.P.

REAL ESTATE CREDIT SOLUTIONS FUND II, L.P.

REAL ESTATE CREDIT SOLUTIONS OFFSHORE FUND II, L.P.

SPECIALTY LOAN FUND 2016, L.P.

SPECIALTY LOAN FUND 2016-L, L.P.

SPECIALTY LOAN INSTITUTIONAL FUND 2016-L, L.P.

AIGUILLES ROUGES IRISH SPECIALTY LOAN FUND PLC

AIGUILLES ROUGES SPECIALTY LOAN FUND, L.P.

BRICKYARD DIRECT LENDING FUND, L.P.

CACTUS DIRECT LENDING FUND, L.P.

CARDINAL FUND, L.P.

CORE SENIOR LENDING FUND (A-A), L.P.

CST SPECIALTY LOAN FUND, L.P.

FALCON CREDIT FUND, L.P.

GIM CREDIT LUX S.A.

GIM CREDIT MASTER LUX S.À R.L.

GIM II, L.P.

GIM, L.P.

HC DIRECT LENDING FUND, L.P.

HINODE DIRECT LENDING 2017 FUND, L.P.

HN CO-INVESTMENT FUND, L.P.

HPS CORE SENIOR LENDING CO-INVEST, L.P.

HPS DPT DIRECT LENDING FUND, L.P.

HPS HALITE 2020 DIRECT LENDING FUND LIMITED

HPS MAGNETITE ENERGY & POWER CREDIT FUND, L.P.

HPS MAGNETITE ENERGY & POWER CREDIT OFFSHORE FUND, L.P.

HPS OCOEE SPECIALTY LOAN FUND, L.P.

HPS OH CO-INVESTMENT FUND, L.P.

HPS PA CO-INVESTMENT FUND, L.P.

HPS RR SPECIALTY LOAN FUND, L.P.

HPS VG CO-INVESTMENT FUND, L.P.

JADE REAL ASSETS FUND, L.P.

KITTY HAWK CREDIT FUND, L.P.

MAUNA KEA FUND, L.P.

MORENO STREET DIRECT LENDING FUND, L.P.

NDT SENIOR LOAN FUND, L.P.

PRESIDIO LOAN FUND, L.P.

PRIVATE LOAN OPPORTUNITIES FUND, L.P.

RED CEDAR FUND 2016, L.P.

SC STRATEGIC INVESTMENT FUND, L.P.

SPECIALTY LOAN FUND – CX-2, L.P.

SPECIALTY LOAN VG FUND, L.P.

SPECIALTY LOAN ONTARIO FUND 2016, L.P.

EL SPECIALTY LOAN SECONDARY FUND, L.P.

HPS SPECIALTY LOAN ONTARIO FUND V, L.P.

BY: HPS INVESTMENT PARTNERS, LLC AS INVESTMENT MANAGER

HPS MEZZANINE PARTNERS 2019, L.P.

HPS OFFSHORE MEZZANINE PARTNERS 2019 CO-INVEST, L.P.

HPS OFFSHORE MEZZANINE PARTNERS 2019 EUROPE, SCSP

HPS OFFSHORE MEZZANINE PARTNERS 2019, L.P.

BRONCO CO-INVEST, L.P

ENDURANCE II CO-INVEST, L.P.

GALAXY III CO-INVEST, L.P.

MILANO CO-INVEST, L.P.

NEPTUNE CO-INVEST, L.P.

HPS KP MEZZ 2019 CO-INVEST, L.P.

HPS AP MEZZANINE PARTNERS 2019, L.P.

HPS HINODE MEZZANINE PARTNERS 2020, L.P.

HPS AD CO-INVESTMENT HOLDINGS, L.P.

BY: HPS MEZZANINE MANAGEMENT 2019, LLC, ITS INVESTMENT MANGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS SPECIALTY LOAN EUROPE FUND V, SCSP

HPS SPECIALTY LOAN INTERNATIONAL FUND V, SCSP

MAYFAIR ALTERNATIVE CREDIT FUNDS ICAV

HPS ELBE UNLEVERED DIRECT LENDING FUND, SCSP

CORE SENIOR LENDING FUND II, SCSP

CORE SENIOR LENDING INTERNATIONAL FUND II, SCSP

BY: HPS INVESTMENT PARTNERS, LLC AS PORTFOLIO MANAGER

MEZZANINE PARTNERS III, L.P.

OFFSHORE MEZZANINE PARTNERS III CO-INVEST, L.P.

OFFSHORE MEZZANINE PARTNERS III, L.P.

ASPEN CO-INVEST, L.P.

PATRIOT CO-INVEST, L.P.

AP MEZZANINE PARTNERS III, L.P.

BY: HPS MEZZANINE MANAGEMENT III, LLC, ITS INVESTMENT MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

SANDLAPPER CREDIT FUND, L.P.

BY: HPS OPPORTUNITIES SL MANAGEMENT, LLC, ITS INVESTMENT MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS OFFSHORE STRATEGIC INVESTMENT PARTNERS V, L.P.

BY: HPS STRATEGIC INVESTMENT PARTNERS V OFFSHORE GP, L.P., ITS

GENERAL PARTNER

BY: HPS STRATEGIC INVESTMENT PARTNERS V OFFSHORE GP OF GP, LLC, ITS

GENERAL PARTNER

HPS STRATEGIC INVESTMENT PARTNERS V, L.P.

HPS AP STRATEGIC INVESTMENT PARTNERS V, L.P.

BY: HPS STRATEGIC INVESTMENT PARTNERS V GP, L.P., ITS GENERAL PARTNER

BY: HPS PARTNERS HOLDINGS II, LLC, ITS GENERAL PARTNER

HPS STRATEGIC INVESTMENT MANAGEMENT V, LLC

BY: HPS INVESTMENT PARTNERS, LLC ITS SOLE MEMBER

HPS INVESTMENT PARTNERS (UK) LLP

BY: HPS INVESTMENT PARTNERS (UK) LTD I & HPS INVESTMENT PARTNERS

(UK) LTD II, ITS CORPORATE MEMBERS

HPS INVESTMENT PARTNERS (HK), LIMITED

HPS INVESTMENTS PARTNERS (AUS) PTY LTD.

HPS ALSC MANAGEMENT, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE PARTNERS, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE PARTNERS II, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE MANAGEMENT III, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS MEZZANINE MANAGEMENT 2019, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS OPPORTUNITIES SL MANAGEMENT, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS RE MANAGEMENT, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS INVESTMENT PARTNERS CLO (US), LLC

HPS INVESTMENT PARTNERS CLO (UK) LLP

BY: HPS INVESTMENT PARTNERS (UK) LTD I & HPS INVESTMENT PARTNERS

(UK) LTD II, ITS CORPORATE MEMBERS

HPS EF GP, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS EL SLF 2016 GP, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

CGC, LLC

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

CGC III PARTNERS LLC

BY: CGC, LLC, ITS MANAGING MEMBER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

SHELBY CO-INVEST, L.P.

BY: HPS MEZZANINE MANAGEMENT 2019, LLC, ITS INVESTMENT MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

HPS OFFSHORE STRATEGIC INVESTMENT PARTNERS V EUROPE, SCSP

BY: HPS STRATEGIC INVESTMENT MANAGEMENT V, LLC, ITS PORTFOLIO

MANAGER

BY: HPS INVESTMENT PARTNERS, LLC, ITS SOLE MEMBER

SEGOVIA LOAN ADVISORS (UK) LLP

BY: SEGOVIA LOAN MANAGEMENT CORPORATE SERVICES (UK) LTD. AND

SEGOVIA LOAN MANAGEMENT (UK) LTD., ITS CORPORATE MEMBERS

SCHEDULE A

Existing Advisers

Existing Affiliated Funds