Exhibit 10.5

EXECUTION VERSION

MASTER PARTICIPATION AGREEMENT

Master Participation and Assignment Agreement (as amended from time to time, this

“Agreement”), dated as of May 22, 2026, between BPC Funding LLC, a Delaware limited

liability company (the “Financing Subsidiary”), and Barings Private Credit Corporation CLO

2026-1, an exempted company incorporated with limited liability under the laws of the Cayman

Islands (the “Issuer”).

RECITALS

WHEREAS, the Financing Subsidiary owns certain loans (the “Collateral Obligations”)

and the Issuer desires to purchase certain of such Collateral Obligations and/or portions thereof

as set forth on Annex A hereto;

WHEREAS, the Transferor has made or will make, on or prior to the date hereof, a

capital contribution to the Financing Subsidiary, and the Financing Subsidiary intends to

distribute the Transferred Assets to Barings Private Credit Corporation (the “Transferor”) as an

equity distribution in the form of a dividend (the “Dividend”), in each case pursuant to (i) that

certain revolving credit and security agreement, dated as of May 11, 2021 (as amended,

supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among

the Financing Subsidiary, as borrower, BNP Paribas, as the administrative agent (in such

capacity, the “Administrative Agent”), Barings Private Credit Corporation, as equityholder and

servicer, the lenders from time to time party thereto (the “Lenders”) and State Street Bank and

Trust Company, as collateral agent and (ii) the Notice of Optional Sale and Lien Release, dated

as of May 22, 2026, consented to by the Administrative Agent, the Lenders and acknowledged

and agreed to by State Street Bank and Trust Company, as collateral agent;

WHEREAS, the Issuer and the Transferor have entered into a master loan sale

agreement (as amended from time to time, the “Loan Sale Agreement”), dated as of May 22,

2026, pursuant to which the Transferor has agreed to sell certain loans, including the Transferred

Assets, to the Issuer, subject to the conditions precedent to each such sale set forth in the Loan

Sale Agreement and, with respect to the Transferred Assets that will be Closing Date

Participation Interests until elevated to assignments, as set forth herein and subject to the terms

of the Indenture;

WHEREAS, the settlement of the acquisition of the Transferred Assets by the Transferor

from the Financing Subsidiary and by the Issuer from the Transferor shall occur, solely for

administrative convenience, pursuant to and in accordance with this Agreement whereby the

Financing Subsidiary will (i) grant a participation interest in each Transferred Asset directly to

the Issuer pursuant to Section 2.01 and (ii) thereafter cause an assignment of each such

Transferred Asset to be delivered to the Issuer so that the Issuer becomes the record owner of

such Transferred Asset pursuant to Section 2.05;

WHEREAS, such grant by the Financing Subsidiary and acquisition by the Issuer of

such participation interest in each Transferred Asset is referred to herein as the “Transfer” of

such Transferred Asset; and

WHEREAS, with respect to any Transferred Asset, the Financing Subsidiary and the

Issuer will cause the relevant participation to be elevated to an assignment as soon as practicable,

pursuant to the provisions of Section 2.05, after the Settlement Date.  Such elevation is referred

to herein as the “Elevation” with respect to any Transferred Asset, and the date of any Elevation

of such Transferred Asset is referred to herein as the related “Elevation Date”.

AGREEMENT

Accordingly, in consideration of the mutual agreements set forth herein and other

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties

hereto hereby agree as follows.

ARTICLE I

Definitions

SECTION 1.01Certain Definitions; Interpretation.

(a)Capitalized terms used but not otherwise defined herein shall have the

meanings assigned to such terms in the Loan Sale Agreement or, if not defined therein, in the

Indenture. In addition, as used herein, the following defined terms, unless the context otherwise

requires, shall have the following meanings (to the extent not otherwise defined herein):

“Administrative Agent” has the meaning specified in the Recitals.

“Agreement” has the meaning specified in the Preamble.

“Business Day” has the meaning specified in the Indenture.

“Collateral Agent” has the meaning specified in the Recitals.

“Collateral Manager” means Barings Private Credit Corporation, in its capacity as

collateral manager under the Collateral Management Agreement (as defined in the Indenture).

“Collateral Obligations” has the meaning specified in the Recitals.

“Commitment” means, with respect to any Participation Interest, the commitment or

obligation under the related Underlying Instruments to advance funds in connection with the

related Collateral Obligation.

“Credit Agreement” has the meaning specified in the Recitals.

“Dividend” has the meaning specified in the Recitals.

“Elevation” has the meaning specified in the Recitals.

“Elevation Date” has the meaning specified in the Recitals.

“Excluded Amounts” means (a) any amount received by, on or with respect to any

Collateral Obligation, which amount is attributable to the payment of any tax, fee or other charge

imposed by any Authority on such Collateral Obligation, (b) any amount representing escrows

relating to taxes, insurance and other amounts in connection with any Collateral Obligation

which is held in an escrow account for the benefit of the related Obligor and the secured party

(other than the Financing Subsidiary in its capacity as lender with respect to such Collateral

Obligation) pursuant to escrow arrangements, (c) any Retained Fee retained by the Person(s)

entitled thereto in connection with the origination of any Collateral Obligation, (d) any accrued

and unpaid interest on any Collateral Obligation with respect to the period of time prior to and

excluding the Closing Date and (e) any Equity Security related to any Collateral Obligation that

the Financing Subsidiary determines will not be transferred by the Financing Subsidiary in

connection with the sale of any related Collateral Obligation hereunder.

“Financing Subsidiary” has the meaning specified in the Preamble.

“Indenture” means the Indenture, dated as of May 22, 2026 (as amended, modified,

restated or supplemented from time to time), between the Issuer, Barings Private Credit CLO

2026-1, LLC, as co-issuer and State Street Bank and Trust Company, as trustee (together with its

successors and assigns in such capacity, the “Trustee”).

“Issuer” has the meaning specified in the Preamble.

“Lenders” has the meaning specified in the Recitals.

“Loan Sale Agreement” has the meaning specified in the Recitals.

“Participation Interest” and “Participation Interests” have the meanings specified in

Section 2.01.

“Participation Percentage” means, with respect to each Collateral Obligation, the

percentage set forth on Annex A hereto representing the percentage portion of such Collateral

Obligation conveyed to the Issuer by the Financing Subsidiary pursuant to the terms of this

Agreement.

“Proceeding” means any suit in equity, action at law or other judicial or administrative

proceeding thereof.

“Pro Rata Share” means, with respect to any amount, as of any date of determination, the

product obtained by multiplying such amount by theapplicable Participation Percentage.

“Representing Party” has the meaning specified in Section 3.01.

“Settlement Date” means May 22, 2026.

“Transfer” has the meaning specified in the Recitals.

“Transferor” has the meaning specified in the Recitals.

“Transferred Assets” means the Collateral Obligations (excluding any Excluded

Amounts) or portions thereof (if less than 100%) equal to the applicable Participation Percentage

of each such Collateral Obligation conveyed by the Financing Subsidiary to the Issuer hereunder,

in each case as set forth on Annex A hereto.

(b)In this Agreement, unless a contrary intention appears:

(i)the singular number includes the plural number and vice versa;

(ii)reference to any Person includes such Person’s successors and

assigns but, if applicable, only if such successors and assigns are permitted by the

Transaction Documents;

(iii)reference to any gender includes each other gender;

(iv)reference to day or days without further qualification means

calendar days;

(v)unless otherwise stated, reference to any time means New York,

New York time;

(vi)references to “writing” include printing, typing, lithography,

electronic or other means of reproducing words in a visible form;

(vii)reference to any agreement (including any Transaction Document),

document or instrument means such agreement, document or instrument as

amended, modified, supplemented, replaced, restated, waived or extended and in

effect from time to time in accordance with the terms thereof and, if applicable,

the terms of the other Transaction Documents, and reference to any promissory

note includes any promissory note that is an extension or renewal thereof or a

substitute or replacement therefor;

(viii)reference to any requirement of law means such requirement of

law as amended, modified, codified, replaced or reenacted, in whole or in part,

and in effect from time to time, including rules and regulations promulgated

thereunder and reference to any Section or other provision of any requirement of

law means that provision of such requirement of law from time to time in effect

and constituting the substantive amendment, modification, codification,

replacement or reenactment of such Section or other provision; and

(ix)references to “including” means “including, without limitation”.

(c)The titles of Articles and Sections hereof are for convenience only, and

they neither form a part of this Agreement nor are to be used in the construction or interpretation

hereof.

ARTICLE II

Transfer

SECTION 2.01Transfer.  Upon the terms and subject to the conditions hereof on

the Settlement Date, the Financing Subsidiary hereby irrevocably grants to the Issuer, and the

Issuer hereby acquires from the Financing Subsidiary, an undivided participation interest in each

Transferred Asset, which interest shall be understood to include all of the Financing Subsidiary’s

right, title, benefit and interest in and to the Pro Rata Share of any interest accruing from and after

the Settlement Date, any Interest Proceeds and Principal Proceeds to the extent provided in

Section 2.02 and, to the extent permitted to be transferred under applicable law and under the

applicable transfer document or assignment agreement (or, in the case of any Underlying

Instrument that is in the form of a note, any chain of endorsement) executed and delivered in

connection with a Transferred Asset, all claims, causes of action and any other right of the

Financing Subsidiary (in its capacity as a lender under such documentation), whether known or

unknown, against any Obligor or any of its affiliates, agents, representatives, contractors, advisors

or other Person arising under or in connection with such documentation or that is in any way

based on or related to any of the foregoing or the loan transactions governed thereby, including

contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in

equity related to the rights and obligations sold and purchased pursuant to this Agreement (each,

a “Participation Interest” and, collectively, the “Participation Interests”), upon the terms and

subject to the conditions set forth in this Agreement.  The Issuer hereby assumes all obligations

and liabilities of the Financing Subsidiary as lender with respect to or in connection with each

related Participation Interest arising or occurring on or after the Settlement Date.  The

consideration for the transfer of the Participation Interests from the Financing Subsidiary to the

Issuer shall consist of cash paid to the Financing Subsidiary by the Issuer.  The purchase price

for each Collateral Obligation sold pursuant to this Agreement shall be a dollar amount equal to

the fair market value thereof as determined by the Financing Subsidiary and the Issuer and shall

be on terms no less favorable to the Issuer than the Issuer would then obtain in a comparable

arm’s length transaction with a person that is not an Affiliate.  The parties hereto agree that,

solely for administrative convenience, any amount paid in cash by the Issuer to the Financing

Subsidiary pursuant to this Agreement on account of its purchase of a Participation Interest to be

conveyed hereunder shall be treated for all purposes hereunder and under the Loan Sale

Agreement as if such amount had been paid by the Issuer to the Transferor, in partial or full

satisfaction of its obligations to pay the purchase price of such initial Transferred Assets under

the Loan Sale Agreement and/or a capital contribution (through an intermediate entity) by the

Transferor to the Financing Subsidiary and the corresponding Dividend by the Financing

Subsidiary to the Transferor; provided that the Issuer, the Financing Subsidiary and the

Transferor may agree to net certain amounts payable hereunder with other amounts paid in

connection with the closing of the notes issued under the Indenture and the distribution of the

proceeds thereof.  The Participation Interests are certain of the “Closing Date Participation

Interests” referred to in the Loan Sale Agreement and in the Indenture.

SECTION 2.02Interest Proceeds and Principal Proceeds; Payments of Interest

Proceeds and Principal Proceeds and Other Payments Received After the Settlement Date.

(a)With respect to each Transferred Asset, the Issuer shall acquire its Pro

Rata Share of all rights to Interest Proceeds and Principal Proceeds that, as of the Settlement

Date, are accrued but unpaid with respect to the period from and after the Settlement Date

(which, for the avoidance of doubt, shall not include any Excluded Amounts).

(b)If at any time after the Settlement Date the Financing Subsidiary receives

any Interest Proceeds or Principal Proceeds (in each case, other than any Excluded Amounts) in

respect of the Transferred Assets, the Financing Subsidiary shall deliver (or cause to be delivered)

promptly to the Issuer its Pro Rata Share of such Interest Proceeds and Principal Proceeds.  If at

any time after the Settlement Date the Financing Subsidiary receives any other payment

(including principal, interest (to the extent relating to the period from and after the Settlement

Date) or any other amount) with respect to a Transferred Asset, the Financing Subsidiary shall

deliver (or cause to be delivered) promptly to the Issuer its Pro Rata Share of such payment, and

in the case of any such payment of interest, the Financing Subsidiary shall provide (or cause to

be provided) a written notice to the Issuer at the time of such delivery setting forth calculations

and certifying as to the portion of any interest received that relates to the period from and after

the Settlement Date.

(c)Without limiting the foregoing, the Financing Subsidiary agrees (a) until

the Elevation of each Transferred Asset has been completed, to maintain its existing custodial

arrangements and bank accounts established to receive proceeds of such Transferred Asset and

(b) to remit (or cause to be remitted) to the Issuer, promptly (but not more than two Business

Days) after receipt of such payment and identification thereof, the Issuer’s Pro Rata Share of

each payment received in connection with each Transferred Asset to which the Issuer is entitled

in accordance with Section 2.01.  The Financing Subsidiary acknowledges that from and after the

Settlement Date it shall have no equitable or beneficial interest in the Pro Rata Share of any

payment received by it with respect to any Transferred Asset (other than any Excluded

Amounts).  If the Financing Subsidiary modifies or amends the standing instructions delivered to

the Financing Subsidiary’s custodian under the Credit Agreement on the date hereof in

connection with this clause (c), the Financing Subsidiary shall notify the Issuer of such

modification or amendment.

SECTION 2.03Treatment of Transfer; Backup Grant of Security Interest.

(a)Each party hereto (i) agrees that each Transfer shall be a sale or

contribution of a participation interest in the relevant Transferred Asset for all relevant purposes

(other than tax and accounting purposes) and (ii) intends, and has as its business objective, that

each Transfer be an absolute transfer and not be a transfer as security for a loan.  The relationship

between the Financing Subsidiary and the Issuer shall be that of seller and buyer.  Neither party

is a trustee or agent for the other party, nor does either party have any fiduciary obligations to the

other party.  This Agreement shall not be construed to create a partnership or joint venture

between the parties hereto.

(b)If, notwithstanding such intention, any Transfer is characterized by a court

of competent jurisdiction as a transfer as security for a loan rather than a sale of a participation

interest in the relevant Transferred Asset, or any Transfer shall for any reason be ineffective to

transfer to the Issuer all of the Financing Subsidiary’s right, title and interest in any Transferred

Asset (including the Interest Proceeds and Principal Proceeds by it with respect to such

Transferred Asset), then the Financing Subsidiary shall be deemed to have granted to the Issuer,

and the Financing Subsidiary hereby grants to the Issuer, a security interest in and lien on all the

Financing Subsidiary’s right, title and interest in and to such Transferred Asset (including the

Issuer’s Pro Rata Share of any Interest Proceeds and Principal Proceeds received by the

Financing Subsidiary with respect to such Transferred Asset), whether now existing or hereafter

acquired, in order to secure such loan and all other obligations of the Financing Subsidiary

hereunder.

(c)  After the Settlement Date, the Financing Subsidiary shall record in the

Financing Subsidiary’s books and records the fact that the Financing Subsidiary is no longer the

beneficial owner of the Transferred Assets conveyed to the Issuer hereunder and, after the

relevant Elevation Date with respect to any Transferred Asset, the Financing Subsidiary shall

record in the Financing Subsidiary’s books and records the fact that the Financing Subsidiary is

no longer the record owner or beneficial owner of such Transferred Asset.  After the Settlement

Date, the Issuer shall record in the Issuer’s books and records that fact that the Issuer is the

beneficial owner of the Transferred Assets and, after the relevant Elevation Date with respect to

any Transferred Asset, the Issuer shall record in the Issuer’s books and records the fact that the

Issuer is the record owner and beneficial owner of such Transferred Asset.

SECTION 2.04Documents; Exercise of Rights and Remedies;

Indemnification.

(a)Prior to Elevation, the Financing Subsidiary shall furnish to the Issuer

(or its collateral administrator) copies of any Underlying Instruments and applicable credit

documentation in its possession in respect of a Transferred Asset and, as and when available to

the Financing Subsidiary (without prejudice to Section 2.05(b)), a copy of each transfer

document or assignment agreement (or, in the case of any Underlying Instrument that is in the

form of a note, any chain of endorsement), amendment, consent or waiver in connection with any

such documentation, provided that the Financing Subsidiary is not prohibited from doing so

under the related Underlying Instruments or applicable credit documentation after taking into

account the next sentence.  The Issuer agrees that it shall maintain the confidentiality of any such

documents to the extent required therein and to the same extent as if it were a party thereto and

shall, upon the Financing Subsidiary’s request, provide to the Financing Subsidiary a

confidentiality undertaking to such effect in accordance with the terms of the such

documentation prior to the delivery thereof.

(b)From and after the Settlement Date, the Financing Subsidiary agrees to

promptly forward to the Issuer and the Collateral Manager all notices, requests, reports and

communications of any nature received from any Person with respect to each Transferred Asset.

Unless restricted or prohibited under applicable law, rule, order or the relevant Underlying

Instruments and/or credit documentation, the Financing Subsidiary will not exercise any voting,

consent or other right or remedy, or take or refrain from taking any action, in each case with

respect to any Transferred Asset, except as directed by the Issuer; provided that the consent of

the Financing Subsidiary shall be required (which consent shall be subject to the terms and

conditions set forth in the Credit Agreement, including, if applicable, any terms requiring

consent of Lenders or Administrative Agent thereunder) in connection with any such action that

(1) increases the funding obligations of the Financing Subsidiary with respect to such

Transferred Asset or (2) would subject the Financing Subsidiary, the Lenders or the

Administrative Agent under the Credit Agreement to additional liabilities, obligations, losses,

damages, penalties, actions, judgments, suits, costs, expenses or disbursements.  With respect to

the exercise of any such voting, consent or other right or remedy, or the taking or refraining from

taking any action with respect to any Transferred Asset, pursuant to the sentences in this clause

(b) not directed by the Collateral Manager on behalf of the Issuer, the Financing Subsidiary will

consult with the Issuer with respect thereto and the Financing Subsidiary will take such action or

refrain from taking such action as the Financing Subsidiary would take if such Transferred Asset

were beneficially owned by the Financing Subsidiary for its own account (but subject to the

terms and conditions set forth in the Credit Agreement, including, if applicable, any terms

requiring consent of Lenders or Administrative Agent thereunder).

(c)Provided that the Collateral Manager on behalf of the Issuer has directed

the Financing Subsidiary to take such action and the Financing Subsidiary does so, the Issuer

shall reimburse the Financing Subsidiary for any and all liabilities, obligations, actual losses,

actual damages, penalties, actions, judgments, suits, costs, expenses, and disbursements,

including legal fees, which may be incurred or made by the Financing Subsidiary in connection

with any such action so taken by the Financing Subsidiary for which the Financing Subsidiary is

not reimbursed at any time by or on behalf of any Obligor under any applicable Underlying

Instruments or credit documentation (other than any amounts thereof resulting from the

Financing Subsidiary’s gross negligence or willful misconduct).  In no event will the Issuer

reimburse the Financing Subsidiary for any special, indirect, consequential or punitive damages

in respect to any claim hereunder, whether or not known or suspected, unless any such special,

indirect, consequential or punitive damages are actually incurred by or are payable by the

Financing Subsidiary.  In no event will the Financing Subsidiary reimburse the Issuer for any

special, indirect, consequential or punitive damages in respect to any claim hereunder, whether

or not known or suspected, unless any such special, indirect, consequential or punitive damages

are actually incurred by or are payable by the Issuer.

SECTION 2.05Elevation.

(a)Subject to the terms and provisions of the applicable Transferred Assets

and of applicable law, the Financing Subsidiary shall use commercially reasonable efforts to

effect an Elevation, as soon as reasonably practicable, with respect to each such Transferred

Asset and take such action (including the execution and delivery of any transfer document or

assignment agreement (or, in the case of any Underlying Instrument that is in the form of a note,

any chain of endorsement)) as shall be reasonably necessary in connection therewith and in

accordance with the terms and conditions of each such Transferred Asset and consistent with

the terms of this Agreement.  The Financing Subsidiary has prepared, or will prepare on or

following the Closing Date, individual assignments (or a master assignment) consistent with the

requirements of the related Underlying Instruments and provided them to the Persons required

under such Underlying Instruments, which assignments will become effective in accordance with

such Underlying Instruments upon obtaining certain consents thereto or upon the passage of time

or both.  The Financing Subsidiary shall pay any transfer fees and other expenses payable in

connection with an Elevation and the Issuer will reimburse the Financing Subsidiary for half of

such fees and expenses after receipt of an invoice therefor from the Financing Subsidiary

detailing such amounts.  The Issuer shall be responsible for any expenses of administering each

Transferred Asset prior to its Elevation.  At Elevation, the Financing Subsidiary shall deliver

such assignment and the credit documentation with respect to the related Transferred Asset in

its possession to or as directed by the Issuer.  The Issuer and the Financing Subsidiary

acknowledge and agree that, solely for administrative convenience, any transfer document or

assignment agreement (or, in the case of any Underlying Instrument that is in the form of a note,

any chain of endorsement) required to be executed and delivered in connection with the transfer

of a Transferred Asset in accordance with the terms of any related Underlying Instruments may

reflect that (i) the Financing Subsidiary is assigning such Transferred Asset directly to the Issuer

or (ii) the Issuer is acquiring such Transferred Asset at the closing of such Transferred Asset.

Nothing in any such transfer document or assignment agreement (or, in the case of any

Underlying Instrument that is in the form of a note, nothing in such chain of endorsement) shall

be deemed to impair the transfers of the Transferred Assets by the Financing Subsidiary to the

Issuer in accordance with the terms of this Agreement.

(b)The Financing Subsidiary shall (so far as the same is within its power and

control) maintain its existence as a Delaware limited liability company until an Elevation has

been effected with respect to each Transferred Asset.  If the Financing Subsidiary has not

effected an Elevation of a Transferred Asset on or before the day that is 120 days from the

Settlement Date for whatever reason or if at any time prior thereto the Financing Subsidiary is

dissolved prior to effecting an Elevation, the Financing Subsidiary and the Issuer agree that the

Participation Interests in each of the Transferred Assets shall elevate automatically and

immediately to an assignment and all of Financing Subsidiary’s rights, title, interests and

ownership of such Transferred Assets shall vest in the Issuer.  Upon the execution of this

Agreement, the Financing Subsidiary shall be deemed to have consented and agreed to the

Elevation with respect to each of the Transferred Assets.  The Financing Subsidiary agrees that,

following any such date, the Issuer shall be permitted to take any and all action necessary to

effectuate an Elevation and/or finalize an assignment of any of the Transferred Assets, and in

furtherance of the foregoing, effective immediately upon such date, the Financing Subsidiary

hereby makes, constitutes and appoints the Issuer, with full power of substitution, as its true and

lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to

sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all

documents that the Issuer reasonably deems appropriate or necessary in connection with any

Elevation or finalization of an assignment of any of the Transferred Assets. In addition, the

Financing Subsidiary, effective as of the Settlement Date, hereby makes, constitutes and appoints

the Issuer, with full power of substitution, as its true and lawful agent and attorney-in-fact, with

full power and authority in its name, place and stead, to sign, execute, certify, swear to,

acknowledge, deliver, file, receive and record any and all documents that the Issuer reasonably

deems appropriate or necessary to direct the applicable Obligor or agent bank with respect to any

Transferred Asset to deposit directly into the Collection Account the Issuer’s Pro Rata Share of

Interest Proceeds and Principal Proceeds in respect of any Transferred Asset.  The foregoing

powers of attorney are hereby declared to be irrevocable and a power coupled with an interest,

and shall survive and not be affected by the bankruptcy or insolvency or dissolution of the

Financing Subsidiary.

SECTION 2.06Release of Excluded Amounts.  The parties acknowledge and

agree that the Issuer has no interest in the Excluded Amounts.  Promptly upon the receipt by or

release to the Issuer of any Excluded Amounts, the Issuer hereby irrevocably agrees to deliver

and release to (or as directed by) the Financing Subsidiary such Excluded Amounts, which

release shall be automatic and shall require no further act by the Issuer; provided that the Issuer

agrees that it will execute and deliver such instruments of release and assignment or other

documents, or otherwise confirm the foregoing release of such Excluded Amounts, as may be

reasonably requested by the Financing Subsidiary in writing.

SECTION 2.07Conduct of Business.  The Financing Subsidiary represents,

warrants and agrees that, from and after the Settlement Date, it will not engage in any activities

with respect to the Transferred Assets other than holding record ownership of the Transferred

Assets, receiving payments in respect of the Transferred Assets and remitting (or causing to be

remitted) to the Issuer its Pro Rata Share of such payments as required hereunder, effecting

Elevations with respect to the Transferred Assets and performing its other agreements hereunder

with respect to such Transferred Assets.  The Financing Subsidiary represents, warrants and

agrees that, from and after the date hereof, it shall not sell, grant a security interest in or lien on,

or otherwise pledge, mortgage, hypothecate or encumber (or permit such to occur or suffer such

to exist other than any security interest therein which will be released contemporaneously with

the Transfer of such Transferred Asset hereunder and the grant of the security interest therein

granted by the Financing Subsidiary to the Issuer hereunder), any part of the Transferred Assets

except for (i) the transfer to the Transferor (by way of Dividend) and (ii) the grant of the

Participation Interests to the Issuer as provided herein.

SECTION 2.08Further Assurances.  Each party agrees to execute and deliver all

such further documents as may be reasonably requested by the other party in order to effect each

Transfer and each Elevation as contemplated hereby.

ARTICLE III

Representations and Warranties

SECTION 3.01Representations and Warranties of Each Party.  Each party hereto

(each, the “Representing Party”) represents and warrants to the other party as follows:

(i)the Representing Party is duly incorporated or formed, as

applicable, and validly existing as an entity and is in good standing under the laws

of its jurisdiction of incorporation;

(ii)the Representing Party has the requisite power and authority to

enter into and perform this Agreement;

(iii)this Agreement has been duly authorized by all necessary action on

the part of the Representing Party, has been duly executed by the Representing

Party and is the valid and binding agreement of the Representing Party

enforceable against such party in accordance with its terms;

(iv)the Representing Party is adequately capitalized in light of its

contemplated business or activities;

(v)no Transfer will be a transfer of property in connection with any

preexisting indebtedness owed by the Financing Subsidiary to the Issuer;

(vi)there are no agreements or understandings between the

Representing Parties (other than this Agreement) relating to or affecting the

Transfer or the Transferred Assets and the proceeds thereof;

(vii)the Representing Party conducts its business or activities solely in

its own name;

(viii)the Representing Party provides for the payment of its expenses

and liabilities from its own funds;

(ix)the Representing Party has not guaranteed and is not otherwise

contractually liable for the payment of any liability of the other party;

(x)neither the assets nor the creditworthiness of the Representing

Party is generally held out as being available for the payment of any liability of

the other party;

(xi)the Representing Party maintains an arm’s-length relationship with

the other party;

(xii)the Representing Party maintains separate financial records that

enable its assets to be readily ascertained as separate and apart from those of the

other party;

(xiii)the Representing Party’s funds are not commingled with those of

the other party; and

(xiv)none of the execution, delivery and performance of this Agreement

by the Representing Party will:

(A)conflict with, result in any breach of or constitute a default

(or an event which, with the giving of notice or passage of

time, or both, would constitute a default) under, any term or

provision of the organizational documents of the

Representing Party or any indenture, agreement, order,

decree or other instrument to which the Representing Party

is a party or by which the Representing Party is bound,

which conflict, breach or default would have a material

adverse effect with respect to the Representing Party; or

(B)violate any provision of any law, rule or regulation

applicable to the Representing Party of any regulatory

body, administrative agency or other governmental

instrumentality having jurisdiction over the Representing

Party or its properties, which violation would have a

material adverse effect with respect to the Representing

Party.

SECTION 3.02Representations and Warranties of the Financing Subsidiary.  The

Financing Subsidiary represents and warrants to the Issuer as follows:

(i)Upon the Elevation on the relevant Elevation Date with respect to

any Transferred Asset, the Issuer will receive good and marketable title to such

Transferred Asset, free and clear of any pledge, lien, investment interest, charge,

claim, equity or encumbrance of any kind created by the Financing Subsidiary or

any Person claiming through the Financing Subsidiary.  The participation in each

Transferred Asset granted hereunder will be granted by the Financing Subsidiary

to the Issuer free and clear of any encumbrance, equity, participation interest, lien,

pledge, charge, claim or security interest (other than any security interest therein

which will be released contemporaneously with the Transfer of such Transferred

Asset hereunder, the security interest granted hereunder by the Financing

Subsidiary to the Issuer and Financing Subsidiary’s record ownership of the

related Transferred Asset which, from and after the Settlement Date to and

including the Elevation Date with respect thereto will be and remain free and clear

of any encumbrance, equity, participation interest, lien, pledge, charge, claim or

security interest). There is no funding obligation in respect of the Transferred

Assets that the Issuer is or shall be required to pay or otherwise perform that the

Financing Subsidiary has not paid or otherwise performed in full.

(ii)None of the execution, delivery and performance by the Financing

Subsidiary of this Agreement will adversely affect the nature of the title to any

Transferred Asset received by the Issuer as provided in Section 3.02(i).

(iii)No consent, license, approval or authorization from, or registration

or qualification with, any governmental body, agency or authority, nor any

consent, approval, waiver or notification of any creditor or lessor is required in

connection with the execution, delivery and performance by the Financing

Subsidiary of this Agreement, except (A) such as have been obtained and are in

full force and effect or (B) those with respect to which the failure to obtain them

would not have a material adverse effect with respect to the Financing Subsidiary.

(iv)The Financing Subsidiary has valid business reasons for

transferring the Transferred Assets to the Issuer rather than obtaining a secured

loan with the Transferred Assets as collateral.  The Financing Subsidiary is not

effecting any Transfer in contemplation of the Financing Subsidiary’s insolvency

or with any actual intent to hinder, delay or defraud any of its creditors.

(v)All corporate actions of the Financing Subsidiary, with respect to

the transactions contemplated hereby, have been and will continue to be

reflected in any minutes of the Financing Subsidiary.  This Agreement is and

will continue to be an official record of the Financing Subsidiary.

(vi)The Financing Subsidiary has been solvent at all relevant times

before each Transfer and will not be rendered insolvent by any Transfer.  Before

the date hereof, the Financing Subsidiary did not engage in or have plans to

engage in any business or transaction as a result of which the total assets

remaining with the Financing Subsidiary would constitute an unreasonably small

amount of capital.  The Financing Subsidiary has not incurred and does not intend

to incur, debts that would be beyond its ability to pay as they mature.

SECTION 3.03No Liability.  The Financing Subsidiary makes no representation or

warranty, express or implied, and assumes no responsibility, with respect to the genuineness,

authorization, execution, delivery, validity, legality, value, sufficiency, perfection, priority,

enforceability or collectability of any Underlying Instruments or credit documentation executed

and delivered in connection with a Transferred Asset.  The Financing Subsidiaryassumes no

responsibility for (except as otherwise expressly provided herein) (a) any representation or

warranty made by, or the accuracy, completeness, correctness or sufficiency of any information (or

the validity, completeness or adequate disclosure of assumptions underlying any estimates,

forecasts or projections contained in such information) provided directly or indirectly by, any

obligor in respect of a Transferred Asset or any Underlying Instruments or credit documentation

thereof or by any other Person, (b) the performance or observance by any obligor of any of the

provisions of any Underlying Instruments or credit documentation in respect of a Transferred

Asset (whether on, before or after the Settlement Date), (c) the filing, recording, or taking of any

action with respect to any Underlying Instruments or credit documentation in respect of a

Transferred Asset, (d) the financial condition of any obligor in respect of a Transferred Asset or of

any other Person or (e) any other matter whatsoever relating to any obligor in respect of a

Transferred Asset, any other Person or the Transferred Assets.

In making, managing, handling and transferring the Transferred Assets, the Financing

Subsidiary shall exercise the same care as it normally exercises with respect to loans held for its

own account, but the Financing Subsidiary shall have no further responsibility to the Issuer

except as expressly provided herein and except for its own gross negligence or willful

misconduct which results in actual loss to the Issuer.

ARTICLE IV

Miscellaneous

SECTION 4.01Amendments.  This Agreement may not be amended, altered,

supplemented or otherwise modified, except by the execution and delivery of a written

agreement by each of the parties hereto and the Administrative Agent.

SECTION 4.02Communications.  Except as may be otherwise agreed between the

parties, all communications hereunder shall be made in writing to the relevant party by personal

delivery or by courier or first-class mail by facsimile or email transmission as follows:

To the Financing Subsidiary:

BPC Funding LLC

c/o Barings Private Credit Corporation

            300 South Tryon Street, Suite 2500

          Charlotte, North Carolina 28202

          Attention: Albert Perley

          E-mail: Albert.Perley@barings.com

To the Issuer:

Barings Private Credit Corporation CLO 2026-1

c/o Walkers Fiduciary Limited

190 Elgin Avenue, George Town

Grand Cayman, KY1-9008

Cayman Islands

Attention: The Directors

Email: fiduciary@walkersglobal.com

or to such other address, telephone number or facsimile number as either party may notify to the

other party in accordance with the terms hereof from time to time.  Any communications

hereunder shall be effective upon receipt.

SECTION 4.03Governing Law; Waiver of Trial by Jury; Jurisdiction.

(a)This Agreement shall be construed in accordance with the law of the State

of New York, and this Agreement, and all matters arising out of or relating in any way

whatsoever to this Agreement (whether in contract, tort or otherwise), shall be governed by such

law without reference to its conflicts of laws provisions (other than Section 5-1401 of the New

York General Obligations Law).

(b)EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING

OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. Each party hereto (i)

certifies that no representative, agent or attorney of any other party has represented, expressly or

otherwise, that such other party would not, in the event of litigation, seek to enforce the

foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to

enter into this Agreement by, among other things, the mutual waivers and certifications in this

Section 4.03(b).

(c)Each party hereto hereby irrevocably submits to the non-exclusive

jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan in The

City of New York in any action or proceeding arising out of or relating this Agreement, and

hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard

and determined in such New York State or Federal court. Each party hereto hereby irrevocably

waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the

maintenance of such action or proceeding. Each party hereto irrevocably consents to the service

of any and all process in any action or proceeding by the mailing or delivery of copies of such

process to it the address set forth in Section 4.02. Each party hereto agrees that a final judgment

in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by law.

SECTION 4.04Non-Petition; Limited Recourse.

(a)Notwithstanding any other provision of this Agreement, the Financing

Subsidiary agrees that it may not, prior to the date which is one year and one day (or if longer,

any applicable preference period then in effect plus one day) after the payment in full of all

Notes and any other debt obligations of the Issuer that have been rated upon issuance by any

rating agency at the request of the Issuer, institute against, or join any other Person in

instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency,

winding-up, moratorium or liquidation Proceedings, or other Proceedings under Cayman

Islands, U.S. federal or state bankruptcy law or similar laws of any jurisdiction.  Nothing in this

Section 4.04(a) shall preclude, or be deemed to stop, the Financing Subsidiary:

(i)from taking any action prior to the expiration of the

aforementioned period in (A) any case or Proceeding voluntarily filed or

commenced by the Issuer or (B) any involuntary insolvency Proceeding filed or

commenced by a Person other than the Issuer; or

(ii)from commencing against the Issuer or any of its properties any

legal action which is not a bankruptcy, reorganization, arrangement, insolvency,

winding-up, moratorium or liquidation Proceeding.

(b)Notwithstanding any other provision of this Agreement, the Issuer agrees

that it may not, prior to the date which is one year and one day (or if longer, any applicable

preference period then in effect plus one day) after the payment in full of all “Obligations” (as

defined in the Credit Agreement) of the Financing Subsidiary under the Credit Agreement,

institute against, or join any other Person in instituting against, the Financing Subsidiary any

bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation

Proceedings, or other Proceedings under U.S. federal or state bankruptcy or similar laws.

Nothing in this Section 4.04(b) shall preclude, or be deemed to stop, the Issuer:

(i)from taking any action prior to the expiration of the

aforementioned period in (A) any case or Proceeding voluntarily filed or

commenced by the Financing Subsidiary or (B) any involuntary insolvency

Proceeding filed or commenced by a Person other than the Financing Subsidiary;

or

(ii)from commencing against the Financing Subsidiaryor any of its

properties any legal action which is not a bankruptcy, reorganization,

arrangement, insolvency, winding-up, moratorium or liquidation Proceeding.

(c)Notwithstanding any other provision of this Agreement:

(i)The obligations of the parties under this Agreement are at all times

limited recourse obligations of such party payable solely from such party’s assets

(and in the case of the Issuer, the Assets) available at such time, and, following

realization of such assets and application of the proceeds thereof (including, in the

case of the Issuer, in accordance with the applicable priority of payments under

the Indenture and, in the case of the Financing Subsidiary, in accordance with the

applicable priority of payments under the Credit Agreement), all obligations of

and any remaining claims against such party hereunder or in connection herewith

after such realization shall be extinguished and shall not thereafter revive.

(ii)No recourse shall be had against any officer, director, employee,

shareholder, member, manager, beneficial owner, trustee, authorized person or

incorporator of either party or its manager or their respective affiliates, successors

or assigns for any amounts payable under this Agreement.

(iii)The foregoing provisions of this Section 4.04(c) shall not:

(A)prevent recourse to such party’s assets for the sums due or

to become due under any security, instrument or agreement

that is part of such assets;

(B)constitute a waiver, release or discharge of any

indebtedness or obligation evidenced by this Agreement

until all such assets have been realized; or

(C)limit the right of either party to name the other party as a

party defendant in any Proceeding or in the exercise of any

other remedy under this Agreement, so long as no judgment

in the nature of a deficiency judgment or seeking personal

liability shall be asked for or (if obtained) enforced against

any Person referred to in Section 4.04(c)(ii).

(d)This Section 4.04 shall survive the termination of this Agreement and the

issuance and incurrence of the Notes pursuant to the Indenture and the payment in full of all

“Obligations” (as defined in the Credit Agreement) of the Financing Subsidiary under the

Credit Agreement.

SECTION 4.05Parties Benefited.

(a)This Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and permitted assigns.  Neither this Agreement nor

any right or obligation in or under this Agreement may be transferred (whether by way of

security or otherwise) or delegated by either party without the prior written consent of the other

party, except that (i) a party may make a transfer of all (but not less than all) of its rights and

obligations under this Agreement pursuant to a consolidation or amalgamation with, or merger

with or into, or transfer of all or substantially all its assets to, another entity, and (ii) the Issuer

may assign and transfer its rights hereunder to the Trustee under the Indenture.  Any purported

transfer that is not in compliance with this provision will be void.

(b)Except for the Trustee, the Lenders, the Administrative Agent and the

Collateral Agent (each of whom is an express third party beneficiary hereof), no Person shall be

a third party beneficiary of this Agreement.

SECTION 4.06Severability.  If any term, provision, covenant or condition of this

Agreement, or the application thereof to the Financing Subsidiary or the Issuer or any

circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason

(in any relevant jurisdiction), the remaining terms, provisions, covenants and conditions of this

Agreement, modified by the deletion of the unenforceable, invalid or illegal portion (in any

relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity,

or illegality will not otherwise affect the enforceability, validity or legality of the remaining

terms, provisions, covenants and conditions of this Agreement so long as this Agreement as so

modified continues to express, without material change, the original intentions of the Financing

Subsidiary and the Issuer as to the subject matter hereof and the deletion of such portion of this

Agreement will not substantially impair the respective expectations of the Financing Subsidiary

and the Issuer or the practical realization of the benefits hereof that would otherwise be conferred

upon the Financing Subsidiary and the Issuer.  The Financing Subsidiary and the Issuer will

endeavor in good faith to replace the prohibited or unenforceable provision with a valid

provision, the economic effect of which comes as close as possible to that of the prohibited or

unenforceable provision.

SECTION 4.07Counterparts; Electronic Signatures.  This Agreement (and each

amendment, modification and waiver in respect of it) may be executed in any number of

counterparts (including by facsimile transmission or other form of electronic transmission), each

of which shall be an original, but all of which together shall constitute one and the same

agreement.  Delivery of an executed counterpart signature page of this Agreement by facsimile

transmission or by electronic transmission (.pdf) shall be effective as delivery of a manually

executed counterpart of this Agreement. This Agreement may be executed and delivered by

electronic signatures and the electronic signatures appearing on this Agreement is the same as

handwritten signatures for the purposes of validity, enforceability and admissibility.

[Remainder of Page Intentionally Left Blank.]

Barings Private Credit Corporation CLO 2026-1

Master Participation Agreement

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

executed and delivered as a deed as of the date first written above.

BPC FUNDING LLC,

as Financing Subsidiary

By: Barings Private Credit Corporation, its sole

member

By: Barings LLC, as its Adviser

By: /s/ Matthew Freund

Name: Matthew Freund

Title: Managing Director

BARINGS PRIVATE CREDIT CORPORATION

CLO 2026-1,

as Issuer

By:/s/ John Fawkes           

Name: John Fawkes

Title: Director

ACKNOWLEDGED:

BARINGS PRIVATE CREDIT

CORPORATION,

as Transferor

By: Barings LLC, as its Adviser

By: /s/ Matthew Freund

Name: Matthew Freund

Title: Managing Director

ANNEX A

SCHEDULE OF TRANSFERRED ASSETS

[Intentionally Omitted]