“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

Options for Non-U.S. Directors. In the case of any Option awarded to an Outside Director who is not a resident of the United States or who is otherwise subject to the laws of a country outside the United States, the Board may # waive or alter the conditions set forth in [subsections 8(a) through 8(g)] to the extent that such action is necessary to conform such Option to applicable law or achieve the purposes of the Plan, or # take any action, either before or after the award of such Option, which it deems advisable to obtain approval of such Option by an appropriate governmental entity; provided, however, that no action may be taken hereunder if such action would # materially increase any benefits accruing to any Outside Directors under the Plan, # increase the number of securities which may be issued under the Plan, # modify the requirements for eligibility to participate in the Plan, or # result in a failure to comply with applicable provisions of the Securities Act, the Exchange Act or the Code.

Each of the U.S. Loan Parties is validly existing and in good standing under the laws of its jurisdiction of incorporation.

Each of the U.S. Loan Parties has the corporate power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party.

Appendix for Non-U.S. Countries. Notwithstanding any provisions in this Agreement, the RSU award shall be subject to any special terms and conditions set forth in any appendix to this Agreement for the Employee’s country (the “Appendix”). Moreover, if the Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

“Regulations T, U, X and D” means Regulations T, U, X, and D of the Federal Reserve Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

5.12Regulation U. Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

BLACKROCK DIRECT LENDING FUND IX-U (LUXEMBOURG) SCSP

Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein (including the use of the proceeds from the Loans and the pledge of the Collateral) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including Regulations T, U and X of the Federal Reserve Board, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Loans will be used to carry or purchase, any “Margin Stock” within the meaning of Regulation U or to extend “Purpose Credit” within the meaning of Regulation U.

Exhibits to Credit Agreement- Exhibit “J” ‌850755-00002 ‌U