Exhibit 10.1


 




EXECUTION COPY


 


 


SENIOR SECURED

REVOLVING CREDIT AGREEMENT


dated as of


 


April 14, 2021


 


among


 


OWL ROCK CORE INCOME CORP.


as Borrower


 


The LENDERS And ISSUING BANKS Party Hereto


 


and


 


SUMITOMO MITSUI BANKING CORPORATION

as Administrative Agent


 


$600,000,000
 


 



 


SUMITOMO MITSUI BANKING CORPORATION


and


MUFG UNION BANK, N.A.

as Syndication Agents


 


SUMITOMO MITSUI
BANKING CORPORATION


and




MUFG UNION BANK, N.A.

as Joint Lead Arrangers and Joint Book Runners


 


JPMOrgan
Chase Bank, N.A.


and


Bank of
America, N.A.




as Documentation Agents


 


 






     


     


    

 


 


	Table of Contents
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	43
	SECTION 1.03.	Terms Generally	43
	SECTION 1.04.	Accounting Terms; GAAP	44
	SECTION 1.05.	Currencies; Currency Equivalents	44
	SECTION 1.06.	Divisions	45
	 	 	 	 
	ARTICLE II	THE CREDITS	46
	 	 	 	 
	SECTION 2.01.	The Commitments	46
	SECTION 2.02.	Loans and Borrowings	46
	SECTION 2.03.	Requests for Syndicated Borrowings	47
	SECTION 2.04.	Swingline Loans	48
	SECTION 2.05.	Letters of Credit	50
	SECTION 2.06.	Funding of Borrowings	55
	SECTION 2.07.	Interest Elections	56
	SECTION 2.08.	Termination, Reduction or Increase of the Commitments	57
	SECTION 2.09.	Repayment of Loans; Evidence of Debt	60
	SECTION 2.10.	Prepayment of Loans	61
	SECTION 2.11.	Fees	65
	SECTION 2.12.	Interest	66
	SECTION 2.13.	Inability to Determine Interest Rates	67
	SECTION 2.14.	Increased Costs	68
	SECTION 2.15.	Break Funding Payments	69
	SECTION 2.16.	Taxes	70
	SECTION 2.17.	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	73
	SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	76
	SECTION 2.19.	Defaulting Lenders	77
	SECTION 2.20.	Effect of Benchmark Transition Event	80
	 	 	 	 
	ARTICLE III	REPRESENTATIONS AND WARRANTIES	83
	 	 	 	 
	SECTION 3.01.	Organization; Powers	83
	SECTION 3.02.	Authorization; Enforceability	83
	SECTION 3.03.	Governmental Approvals; No Conflicts	83
	SECTION 3.04.	Financial Condition; No Material Adverse Change	83
	SECTION 3.05.	Litigation	84
	SECTION 3.06.	Compliance with Laws and Agreements	84
	SECTION 3.07.	Taxes	84
	SECTION 3.08.	ERISA	84
	SECTION 3.09.	Disclosure	84
	SECTION 3.10.	Investment Company Act; Margin Regulations	85
	SECTION 3.11.	Material Agreements and Liens	85



 









    i


     


    

 


	Table of Contents
	(continued)
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	SECTION 3.12.	Subsidiaries and Investments	86
	SECTION 3.13.	Properties	86
	SECTION 3.14.	Affiliate Agreements	86
	SECTION 3.15.	Sanctions	86
	SECTION 3.16.	Patriot Act	87
	SECTION 3.17.	Collateral Documents	87
	SECTION 3.18.	EEA Financial Institutions	87
	 	 	 	 
	ARTICLE IV	CONDITIONS	87
	 	 	 	 
	SECTION 4.01.	Effective Date	87
	SECTION 4.02.	Each Credit Event	89
	 	 	 	 
	ARTICLE V	AFFIRMATIVE COVENANTS	90
	 	 	 	 
	SECTION 5.01.	Financial Statements and Other Information	90
	SECTION 5.02.	Notices of Material Events	92
	SECTION 5.03.	Existence: Conduct of Business	92
	SECTION 5.04.	Payment of Obligations	93
	SECTION 5.05.	Maintenance of Properties; Insurance	93
	SECTION 5.06.	Books and Records; Inspection and Audit Rights	93
	SECTION 5.07.	Compliance with Laws	93
	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	93
	SECTION 5.09.	Use of Proceeds	94
	SECTION 5.10.	Status of RIC and BDC	95
	SECTION 5.11.	Investment Policies	95
	SECTION 5.12.	Portfolio Valuation and Diversification Etc.	95
	SECTION 5.13.	Calculation of Borrowing Base	98
	 	 	 	 
	ARTICLE VI	NEGATIVE COVENANTS	104
	 	 	 	 
	SECTION 6.01.	Indebtedness	104
	SECTION 6.02.	Liens	106
	SECTION 6.03.	Fundamental Changes	107
	SECTION 6.04.	Investments	108
	SECTION 6.05.	Restricted Payments	109
	SECTION 6.06.	Certain Restrictions on Subsidiaries	110
	SECTION 6.07.	Certain Financial Covenants	111
	SECTION 6.08.	Transactions with Affiliates	111
	SECTION 6.09.	Lines of Business	112
	SECTION 6.10.	No Further Negative Pledge	112
	SECTION 6.11.	Modifications of Longer-Term Indebtedness Documents	112
	SECTION 6.12.	Payments of Longer-Term Indebtedness	113
	SECTION 6.13.	Accounting Changes	114
	SECTION 6.14.	SBIC Guarantee	114



 






    ii


     


    

 


	Table of Contents
	(continued)
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE VII	EVENTS OF DEFAULT	114
	 	 	 	 
	ARTICLE VIII	THE ADMINISTRATIVE AGENT	118
	 	 	 	 
	SECTION 8.01.	Appointment of the Administrative Agent	118
	SECTION 8.02.	Capacity as Lender	118
	SECTION 8.03.	Limitation of Duties; Exculpation	118
	SECTION 8.04.	Reliance	119
	SECTION 8.05.	Sub-Agents	119
	SECTION 8.06.	Resignation; Successor Administrative Agent	119
	SECTION 8.07.	Reliance by Lenders	120
	SECTION 8.08.	Modifications to Loan Documents	121
	SECTION 8.09.	Erroneous Payments	121
	 	 	 	 
	ARTICLE IX	MISCELLANEOUS	124
	 	 	 	 
	SECTION 9.01.	Notices; Electronic Communications	124
	SECTION 9.02.	Waivers; Amendments	126
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	130
	SECTION 9.04.	Successors and Assigns	132
	SECTION 9.05.	Survival	137
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	137
	SECTION 9.07.	Severability	138
	SECTION 9.08.	Right of Setoff	138
	SECTION 9.09.	Governing Law; Jurisdiction; Etc.	138
	SECTION 9.10.	WAIVER OF JURY TRIAL	139
	SECTION 9.11.	Judgment Currency	139
	SECTION 9.12.	Headings	140
	SECTION 9.13.	Treatment of Certain Information; No Fiduciary Duty; Confidentiality	140
	SECTION 9.14.	USA PATRIOT Act	142
	SECTION 9.15.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	142
	SECTION 9.16.	German Bank Separation Act	143
	SECTION 9.17.	Certain ERISA Matters	144
	SECTION 9.18.	Acknowledgement Regarding Any Supported QFCs	146



 






    iii


     


    

 


	SCHEDULE 1.01(a)	-	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)	-	Commitments
	SCHEDULE 1.01(c)	-	Industry Classification Group List
	SCHEDULE 2.05	 	Issuing Bank LC Exposure
	SCHEDULE 3.11	-	Material Agreements and Liens
	SCHEDULE 3.12(a)	-	Subsidiaries
	SCHEDULE 3.12(b)	-	Investments
	SCHEDULE 6.08	-	Transactions with Affiliates
	 	 	 
	EXHIBIT A	-	Form of Assignment and Assumption
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Borrowing Request



 






    iv


     


    

 


SENIOR SECURED REVOLVING CREDIT
AGREEMENT dated as of April 14, 2021 (this “Agreement”), among OWL ROCK CORE INCOME CORP., a Maryland corporation
(the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative
Agent.


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01.
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are denominated in
Dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.


 


“Adjusted Borrowing
Base” means the Borrowing Base minus the aggregate amount of Cash and Cash Equivalents included in the Portfolio Investments
held by the Obligors (provided that Cash Collateral for outstanding Letters of Credit shall not be treated as a portion of the Portfolio
Investments).


 


“Adjusted Covered Debt
Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of Cash and Cash
Equivalents included in the Portfolio Investments held by the Obligors (provided that Cash Collateral for outstanding Letters of Credit
shall not be treated as a portion of the Portfolio Investments).


 


“Adjusted LIBO Rate”
means (a) for the Interest Period for any Eurocurrency Borrowing denominated in a LIBO Quoted Currency, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (i) the LIBO Rate for such Interest Period multiplied by
(ii) the Statutory Reserve Rate for such Interest Period and (b) for the Interest Period for any Eurocurrency Borrowing denominated
in a Non-LIBO Quoted Currency an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the LIBO
Rate for such Interest Period.


 


“Administrative Agent”
means SMBC, in its capacity as administrative agent for the Lenders hereunder.


 


“Administrative Agent
Appraisal Testing Period” has the meaning assigned to such term in Section 5.12(b)(ii)(E)(y).


 


“Administrative Agent’s
Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice
to the Borrower and the Lenders.


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.


 


“Advance Rate”
has the meaning assigned to such term in Section 5.13.


 






    
	 	 	Revolving Credit Agreement




     


    

 


“Affected Currency”
has the meaning assigned to such term in Section 2.13.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
means, with respect to a specified Person at any time, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified at such time. Anything herein to the contrary notwithstanding,
the term “Affiliate” shall not include any Person that constitutes an Investment held by any Obligor or Financing Subsidiary
in the ordinary course of business; provided that the term “Affiliate” shall include any Financing Subsidiary.


 


“Affiliate Agreements”
means collectively, (a) the Administration Agreement dated as of September 30, 2020 between the Borrower and the External Manager,
(b) Investment Advisory Agreement dated as of September 30, 2020 between the Borrower and the External Manager and (c) the
License Agreement dated as of September 30, 2020 between the Borrower and Owl Rock Capital Partners LP.


 


“Agreed Foreign Currency”
means, at any time, (i) any of Canadian Dollars, English Pounds Sterling, Euros, Japanese Yen, Australian Dollars, Swiss Franc, Swedish
Krona and New Zealand Dollars, and (ii) with the agreement of each Multicurrency Lender, any other Foreign Currency, so long as,
in respect of any such specified Foreign Currency or other Foreign Currency, at such time (a) such Foreign Currency is dealt with
in the London interbank deposit market, (b) such Foreign Currency is freely transferable and convertible into Dollars in the London
foreign exchange market or the relevant local market, if applicable, and (c) no central bank or other governmental authorization
in the country of issue of such Foreign Currency (including, in the case of the Euro, any authorization by the European Central Bank) is
required to permit use of such Foreign Currency by any Multicurrency Lender for making any Loan hereunder and/or to permit the Borrower
to borrow and repay the principal thereof and to pay the interest thereon, unless such authorization has been obtained and is in full
force and effect.


 


“Agreement”
has the meaning assigned to such term in the preamble to this Agreement


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greater of (a) zero and (b) the highest of (i) the Prime Rate in effect
on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1% and (iii) the rate per annum equal to
1% plus the rate as displayed in the Bloomberg Financial Markets System (or on any successor or substitute page of such service,
or any successor to such service, providing rate quotations comparable to those currently provided on such page of such service,
as determined by the Administrative Agent in its reasonable discretion from time to time for purposes of providing quotations of interest
rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on such day (or, if such
day is not a Business Day, the immediately preceding Business Day), for Dollar deposits with a term of one month. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the rate as displayed in the Bloomberg Financial Markets
System (or successor therefor) as set forth above shall be effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or such rate as displayed in the Bloomberg Financial Markets System (or successor therefor), respectively.


 






    
	 	2	Revolving Credit Agreement




     


    

 


“Applicable Dollar
Percentage” means, with respect to any Dollar Lender, the percentage of the total Dollar Commitments represented by such Dollar
Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined
based upon the Dollar Commitments most recently in effect, giving effect to any assignments.


 


“Applicable Financial
Statements” means the most-recent audited financial statements of the Borrower delivered to the Lenders; provided that
if immediately prior to the delivery to the Lenders of new audited financial statements of the Borrower a Material Adverse Change (the
 “Pre-existing MAC”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements”
as at said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing
MAC shall no longer exist.


 


“Applicable Margin”
means: (a) with respect to any ABR Loan, 1.00% per annum; and (b) with respect to any Eurocurrency Loan, 2.00% per annum.


 


“Applicable Multicurrency
Percentage” means, with respect to any Multicurrency Lender, the percentage of the total Multicurrency Commitments represented
by such Multicurrency Lender’s Multicurrency Commitment. If the Multicurrency Commitments have terminated or expired, the Applicable
Multicurrency Percentages shall be determined based upon the Multicurrency Commitments most recently in effect, giving effect to any assignments.


 


“Applicable Percentage”
means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments
have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving
effect to any assignments.


 


“Approved Dealer”
means (a) in the case of any Investment that is not a U.S. Government Security, a bank or a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, of nationally recognized standing or an Affiliate thereof, (b) in the case of a U.S. Government
Security, any primary dealer in U.S. Government Securities, and (c) in the case of any foreign Investment, any foreign bank or broker-dealer
of internationally recognized standing or an Affiliate thereof, in the case of each of clauses (a), (b) and (c) above,
either as set forth on Schedule 1.01(a) or any other bank or broker-dealer or Affiliate thereof acceptable to the Administrative
Agent in its reasonable determination.


 


“Approved Pricing Service”
means a pricing or quotation service either: (a) as set forth in Schedule 1.01(a) or (b) any other pricing or quotation
service approved by the Board of Directors of the Borrower and designated in writing by the Borrower to the Administrative Agent (which
designation shall be accompanied by a copy of a resolution of the Board of Directors of the Borrower that such pricing or quotation service
has been approved by the Borrower).


 






    
	 	3	Revolving Credit Agreement




     


    

 


“Approved Third-Party
Appraiser” means any Independent nationally recognized third-party appraisal firm (a) designated by the Borrower in writing
to the Administrative Agent (which designation shall be accompanied by a copy of a resolution of the Board of Directors of the Borrower
that such firm has been approved by the Borrower for purposes of assisting the Board of Directors of the Borrower in making valuations
of portfolio assets to determine the Borrower’s compliance with the applicable provisions of the Investment Company Act) and (b) acceptable
to the Administrative Agent. It is understood and agreed that Houlihan Lokey Howard & Zukin Capital, Inc., Duff &
Phelps LLC, Murray, Devine and Company, Lincoln International LLC (formerly known as Lincoln Partners LLC), Valuation Research Corporation
and Alvarez & Marsal are acceptable to the Administrative Agent. As used in Section 5.12 hereof, an “Approved
Third-Party Appraiser selected by the Administrative Agent” shall mean any of the firms identified in the preceding sentence and
any other Independent nationally recognized third-party appraisal firm identified by the Administrative Agent and consented to by the
Borrower (such consent not to be unreasonably withheld or delayed).


 


“Assignment and Assumption”
means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A (with adjustments thereto to
reflect the Classes of Commitments and/or Loans being assigned or outstanding at the time of the respective assignment) or any other form
approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower.


 


“Assuming Lender”
has the meaning assigned to such term in Section 2.08(e)(i).


 


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of the Commitment Termination Date and the date of
termination of the Commitments.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or
payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length
of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to Section 2.20(b)(e).


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an Affected Financial Institution.


 


“Bail-In
Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU
of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such
EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United
Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable
in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings).


 






    
	 	4	Revolving Credit Agreement




     


    

 


“Basel III”
means the agreements on capital requirements, leverage ratio and liquidity standards contained in “Basel III: A global regulatory
framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement,
standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published
by the Basel Committee on Banking Supervision on December 16, 2010, each as amended, supplemented or restated.


 


“Benchmark”
means, initially, the Adjusted LIBO Rate for each LIBO Quoted Currency; provided that if a Benchmark Transition Event, a Term SOFR Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the Adjusted
LIBO Rate for any LIBO Quoted Currency or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) or clause (b) of
Section 2.20.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of a Benchmark with respect to any Obligations, interest,
fees, commissions or other amounts denominated in any currency other than Dollars or calculated with respect thereto, the alternative
set forth in clause (3) below:


 


(1)        the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)        the sum of: (a) Daily
Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)        the sum of: (a) the
alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark
for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement for the then-current Benchmark for LIBO Quoted Currency-denominated syndicated
credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding
anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the
delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and
shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause
(1) of this definition (subject to the first proviso above). If the Benchmark Replacement as determined pursuant to clause (1), (2) or
(3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement
and the other Loan Documents.


 






    
	 	5	Revolving Credit Agreement




     


    

 



 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in
the order below that can be determined by the Administrative Agent:


 


(a)            the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)            the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving
or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities in LIBO Quoted
Currencies;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “LIBO Rate”, “Alternate Base Rate,” the definition of “Business Day,”
the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions,
and other technical, administrative or operational matters) that the Administrative Agent (after consultation with the Borrower) decides
in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit
the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative
Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 






    	 	 6	Revolving Credit Agreement



     


    

 


“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)  in the case of clause
(1) or (2) of the definition of “Benchmark Transition Event,” the later of


 


(a) the date of the public
statement or publication of information referenced therein; and


 


(b) the date on which the
administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide
all Available Tenors of such Benchmark (or such component thereof);


 


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


 


(3) in the case of a Term
SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrower
pursuant to Section 2.20(b); or


 


(4) in the case of an Early
Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long
as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice
of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising
(x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement
for any Foreign Currency, the Required Multicurrency Lenders.


 


For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 






    	 	 7	Revolving Credit Agreement



     


    

 


(2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer
representative.


 


For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).


 


“Benchmark Unavailability
Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or
(2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 2.20 and (y) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.20.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.


 


“Board” means
the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Borrower Asset Coverage
Ratio” means the ratio, determined on a consolidated basis for the Obligors, without duplication, of (a) (i) Total
Assets minus (ii) Total Assets Concentration Limitation to (b) Total Secured Debt.


 






    	 	 8	Revolving Credit Agreement



     


    

 


“Borrower Net Worth”
means, as of any date of determination, (a) Total Assets as of such date minus (b) the sum of (i) Total Assets Concentration
Limitation as of such date plus (ii) Total Secured Debt as of such date.


 


“Borrowing”
means (a) all Syndicated ABR Loans of the same Class made, converted or continued on the same date, (b) all Eurocurrency
Loans of the same Class denominated in the same Currency that have the same Interest Period or (c) a Swingline Loan.


 


“Borrowing Base”
has the meaning assigned to such term in Section 5.13.


 


“Borrowing Base Certificate”
means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit B and appropriately completed.


 


“Borrowing Base Deficiency”
means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date
exceeds (b) the Borrowing Base as of such date.


 


“Borrowing Request”
means a request by the Borrower for a Syndicated Borrowing in accordance with Section 2.03, which, if in writing, shall be
substantially in the form of Exhibit C.


 


“Business Day”
means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required
by law to remain closed, (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation
or conversion of or into, or the Interest Period for, a Eurocurrency Borrowing denominated in Dollars, or to a notice by the Borrower
with respect to any such borrowing, payment, prepayment, continuation, conversion, or Interest Period, that is also a day on which dealings
in deposits denominated in Dollars are carried out in the London interbank market and (c) if such day relates to a borrowing or continuation
of, a payment or prepayment of principal of or interest on, or the Interest Period for, any Borrowing denominated in any Foreign Currency,
or to a notice by the Borrower with respect to any such borrowing, continuation, payment, prepayment or Interest Period, that is also
a day on which commercial banks and the London foreign exchange market settle payments in the Principal Financial Center for such Foreign
Currency.


 


“Calculation Amount”
shall mean, as of the end of any Testing Period, an amount equal to the greater of: (a) (i) 125% of the Adjusted Covered Debt
Balance (as of the end of such Testing Period) minus (ii) the aggregate Value of all Quoted Investments included in the Borrowing
Base (as of the end of such Testing Period) and (b) 10% of the aggregate Value of all Unquoted Investments included in the Borrowing
Base (as of the end of such Testing Period); provided that in no event shall more than 25% (or, if clause (b) applies,
10%, or as near thereto as reasonably practicable) of the aggregate Value of the Unquoted Investments in the Borrowing Base be tested
in respect of any applicable Testing Period.


 


“CAM Exchange”
means the exchange of the Lenders’ interests provided for in Article VII.


 






    	 	 9	Revolving Credit Agreement



     


    

 


“CAM Exchange Date”
means the date on which any Event of Default referred to in clause (j) of Article VII shall occur or the date
on which the Borrower receives written notice from the Administrative Agent that any Event of Default referred to in clause (i) of
Article VII has occurred.


 


“CAM Percentage”
means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent
of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date
and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether
or not at the time due and payable) immediately prior to the CAM Exchange Date.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP.


 


“Cash” means
any immediately available funds in Dollars or in any currency other than Dollars (measured in terms of the Dollar Equivalent thereof)
which is a freely convertible currency.


 


“Cash Collateralize”
means, in respect of a Letter of Credit or any obligation hereunder, to provide and pledge cash collateral pursuant to Section 2.05(k),
at a location and pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent and each Issuing Bank.
 “Cash Collateral” and “Cash Collateralization” shall have meanings correlative to the foregoing
and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents”
means investments (other than Cash) that are one or more of the following obligations:


 


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


 


(b)     investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating
of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such
investment shall also have an equivalent credit rating from any other rating agency);


 


(c)        investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof
(i) issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State thereof or under the laws of the jurisdiction or any constituent
jurisdiction thereof of any Agreed Foreign Currency; provided that such certificates of deposit, banker’s acceptances and
time deposits are held in a securities account (as defined in the Uniform Commercial Code) through which the Collateral Agent can
perfect a security interest therein and (ii) having, at such date of acquisition, a credit rating of at least A-1 from S&P and
at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such investment shall also have an equivalent
credit rating from any other rating agency);


 






    	 	 10	Revolving Credit Agreement



     


    

 


(d)       fully
collateralized repurchase agreements with a term of not more than 30 days from the date of acquisition thereof for U.S. Government Securities
and entered into with (i) a financial institution satisfying the criteria described in clause (c) of this definition
or (ii) an Approved Dealer having (or being a member of a consolidated group having) at such date of acquisition, a credit rating
of at least A-1 from S&P and at least P-1 from Moody’s (or if only one of S&P or Moody’s provides such rating, such
investment shall also have an equivalent credit rating from any other rating agency); and


 


(e)        investments
in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the
type described in the immediately preceding clauses (a) through (d) above (including as to credit quality and
maturity);


 


provided
that (i) in no event shall Cash Equivalents include any obligation that provides for the payment of interest alone (for example,
interest-only securities or “IOs”); (ii) if any of Moody’s or S&P changes its rating system, then any ratings
included in this definition shall be deemed to be an equivalent rating in a successor rating category of Moody’s or S&P, as
the case may be; (iii) Cash Equivalents (other than U.S. Government Securities, repurchase agreements or the money market funds described
in clause (e) of this definition of Cash Equivalents) shall not include any such investment of more than 10% of total assets of the
Borrower and its Subsidiaries in any single issuer; and (iv) in no event shall Cash Equivalents include any obligation that is not
denominated in Dollars or an Agreed Foreign Currency.


 


“CDOR
Rate” means, the rate per annum, equal to the average of the annual yield rates applicable to Canadian Dollar banker’s
acceptances at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or if such day is not a Business
Day, then on the immediately preceding Business Day) as reported on the “CDOR Page” (or any display substituted therefor)
of Reuters Monitor Money Rates Service (or such other page or commercially available source displaying Canadian interbank bid rates
for Canadian Dollar bankers’ acceptances as may be designated by the Administrative Agent from time to time) for a term equivalent
to such Interest Period (or if such Interest Period is not equal to a number of months, for a term equivalent to the number of months
closest to such Interest Period).


 


“Change in Control”
means the External Manager (or an Affiliate thereof) ceases to be the external manager of the Borrower.


 






    	 	 11	Revolving Credit Agreement



     


    

 


“Change in Law”
means the occurrence, after the date of this Agreement (or with respect to a Person becoming a Lender by assignment or joinder after the
date of this Agreement, the effective date thereof), of (a) the adoption of any law, treaty or governmental rule or regulation
or any change in any law, treaty or governmental rule or regulation or in the interpretation, administration or application thereof
(regardless of whether the underlying law, treaty or governmental rule or regulation was issued or enacted prior to the Effective
Date (or with respect to a Person becoming a Lender by assignment or joinder after the date of this Agreement, the effective date thereof)),
but excluding proposals thereof, or any determination of a court or Governmental Authority, (b) any guideline, request or directive
by any Governmental Authority (whether or not having the force of law) or any implementation rules or interpretations of previously
issued guidelines, requests or directives, in each case that is issued or made after the Effective Date (or with respect to a Person becoming
a Lender by assignment or joinder after the date of this Agreement, the effective date thereof) or (c) compliance by any Lender (or
its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy
or liquidity (whether or not having the force of law) of any such Governmental Authority, in each case adopted after the Effective Date
(or with respect to a Person becoming a Lender by assignment or joinder after the date of this Agreement, the effective date thereof).
For the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued (i) by
any United States regulatory authority under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and (ii) by any Governmental Authority in connection with the implementation of the recommendations of the Bank for
International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority),
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date adopted,
issued, promulgated or implemented.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Syndicated
Dollar Loans, Syndicated Multicurrency Loans or Swingline Loans; when used in reference to any Lender, refers to whether such Lender is
a Dollar Lender or a Multicurrency Lender; and, when used in reference to any Commitment, refers to whether such Commitment is a Dollar
Commitment or a Multicurrency Commitment. The “Class” of a Letter of Credit refers to whether such Letter of Credit
is a Dollar Letter of Credit or a Multicurrency Letter of Credit.


 


“Code” means
the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
has the meaning assigned to such term in the Guarantee and Security Agreement.


 


“Collateral Agent”
means SMBC in its capacity as Collateral Agent under the Guarantee and Security Agreement, and includes any successor Collateral Agent
thereunder.


 


“Commitment Increase”
has the meaning assigned to such term in Section 2.08(e)(i).


 


“Commitment Increase
Date” has the meaning assigned to such term in Section 2.08(e)(i).


 


“Commitment Termination
Date” means April 14, 2025.


 


“Commitments”
means, collectively, the Dollar Commitments and the Multicurrency Commitments.


 






    	 	 12	Revolving Credit Agreement



     


    

 


“Consolidated Asset
Coverage Ratio” means the ratio, determined on a consolidated basis for Borrower and its Subsidiaries, without duplication,
of (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented by senior
securities to (b) the aggregate amount of senior securities representing indebtedness of Borrower and its Subsidiaries (including
this Agreement), in each case as determined pursuant to the Investment Company Act and any orders of the Securities and Exchange Commission
issued to or with respect to Borrower thereunder, including any exemptive relief granted by the Securities and Exchange Commission with
respect to the indebtedness of any SBIC Subsidiary.


 


“Consolidated Group”
has the meaning assigned to such term in Section 5.13(a).


 


“Consultation Notice”
has the meaning assigned to such term in Section 9.16.


 


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto; provided, however, “Control” shall not include “negative” control
or “blocking” rights whereby action cannot be taken without the vote or consent of any Person.


 


“Controlled Foreign
Corporation” means any Subsidiary which is (i) a “controlled foreign corporation” (within the meaning of Section 957
of the Code), (ii) a Subsidiary substantially all the assets of which consist (directly or indirectly through one or more flow-through
entities) of Equity Interests and/or indebtedness of one or more Subsidiaries described in clause (i) of this definition, or (iii) an
entity treated as disregarded for U.S. federal income tax purposes and substantially all of the assets of which consist (directly or indirectly
through one or more flow-through entities) of the Equity Interests and/or indebtedness of one or more Subsidiaries described in clause
(i) or (ii) of this definition.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered Debt Amount”
means, on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date plus (y) the aggregate
amount of Other Covered Indebtedness, the Revolving Promissory Note, Special Unsecured Indebtedness and Unsecured Longer Term Indebtedness
on such date minus (z) the LC Exposures fully Cash Collateralized on such date pursuant to Section 2.05(k) and
the last paragraph of Section 2.09(a); provided that (a) the Special Unsecured Indebtedness and Unsecured Longer-Term
Indebtedness shall be excluded from the calculation of the Covered Debt Amount, in each case, until the date that is nine (9) months
prior to the scheduled maturity date of such Special Unsecured Indebtedness or such Unsecured Longer-Term Indebtedness, as applicable
(provided that, to the extent, but only to the extent, any portion of such Special Unsecured Indebtedness or Unsecured Longer-Term Indebtedness
is subject to a contractually scheduled amortization payment or other principal payment or mandatory redemption (other than in common
stock of the Borrower) earlier than six (6) months after the Final Maturity Date (in the case of the Unsecured Longer-Term Indebtedness)
or earlier than the original final maturity date of such Indebtedness (in the case of Special Unsecured Indebtedness), such portion of
such Indebtedness, to the extent then outstanding, shall be included in the calculation of the Covered Debt Amount beginning upon the
date that is the later of (i) nine (9) months prior to such scheduled amortization payment or other principal payment or mandatory
redemption and (ii) the date the Borrower becomes aware that such Indebtedness is required to be paid or redeemed); and (b) any
Indebtedness outstanding under the Revolving Promissory Note shall be excluded from the calculation of the Covered Debt Amount until the
date that is three (3) months prior to the scheduled maturity date of the Revolving Promissory Note (provided that, to the extent,
but only to the extent, any portion of the principal amount outstanding under the Revolving Promissory Note is subject to a mandatory
prepayment earlier than the final maturity date of the Revolving Promissory Note, such portion of such Indebtedness, to the extent then
outstanding, shall be included in the calculation of the Covered Debt Amount beginning upon the date that is the later of (i) three
(3) months prior to such mandatory prepayment and (ii) the date the Borrower becomes aware that such Indebtedness is required
to be paid or redeemed). For the avoidance of doubt, for purposes of calculating the Covered Debt Amount, any convertible securities will
be included at the then outstanding principal balance thereof.


 






    	 	 13	Revolving Credit Agreement



     


    

 


“Currency”
means Dollars or any Foreign Currency.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body
for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that
any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another
convention in its reasonable discretion.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Defaulting Lender”
means, subject to Section 2.19(b), any Lender that as determined by the Administrative Agent, (a) has failed to (i) fund
all or any portion of its Loans or participations in Letters of Credit within two Business Days of the date such Loans were required to
be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of
such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together
with the applicable default, if any, shall be specifically identified in detail in such writing) has not been satisfied, or (ii) pay
to the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender any other amount required to be paid by it hereunder
(including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has
notified the Borrower, the Administrative Agent, any Issuing Bank or any Swingline Lender in writing that it does not intend to comply
with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates
to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable determination
that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically
identified in detail in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it
will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) Administrative
Agent has received notification that such Lender has become, or has a direct or indirect parent company that is, (i) insolvent, or
is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes
a general assignment for the benefit of its creditors, (ii) other than via an Undisclosed Administration, the subject of a bankruptcy,
insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the
like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company
has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment or (iii) the
subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or instrumentality
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by
the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(b))
upon such determination (and the Administrative Agent shall deliver written notice of such determination to the Borrower, each Issuing
Bank and each Lender and each Swingline Lender).


 






    	 	 14	Revolving Credit Agreement



     


    

 


“Designated Obligations”
means all obligations of the Borrower with respect to (a) principal of and interest on the Loans and (b) accrued and unpaid
fees under the Loan Documents.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction)
of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith;
provided that the term “Disposition” or “Dispose” shall not include the disposition of Investments originated
by the Borrower and immediately transferred to a Financing Subsidiary pursuant to a transaction not prohibited hereunder.


 


“Dollar Commitment”
means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Syndicated Loans, and to acquire participations
in Letters of Credit and Swingline Loans, denominated in Dollars hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may be (a) reduced or increased from
time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The amount of each Lender’s Dollar Commitment as of the Effective Date is set
forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Dollar
Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Effective Date is $325,000,000.


 


“Dollar Equivalent”
means, on any date of determination, with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be
required to purchase such amount of such Foreign Currency on the date two Business Days prior to such date, based upon the spot selling
rate at which the Administrative Agent offers to sell such Foreign Currency for Dollars in the London foreign exchange market at approximately
11:00 a.m., London time, for delivery two Business Days later.


 






    	 	 15	Revolving Credit Agreement



     


    

 


“Dollar LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Dollar Letters of Credit at such time plus
(b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on
behalf of the Borrower at such time. The Dollar LC Exposure of any Lender at any time shall be its Applicable Dollar Percentage of the
total Dollar LC Exposure at such time.


 


“Dollar Lender”
means the Persons listed on Schedule 1.01(b) as having Dollar Commitments and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Dollar Commitment or to acquire Revolving Dollar
Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Dollar Letters of
Credit” means Letters of Credit that utilize the Dollar Commitments.


 


“Dollar Loan”
means a Loan denominated in Dollars.


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Early Opt-in Election”
means, if the then-current Benchmark for any LIBO Quoted Currency is the Adjusted LIBO Rate, the occurrence of:


 


(a) a notification by the
Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at
least five currently outstanding syndicated credit facilities denominated in such LIBO Quoted Currency at such time contain (as a result
of amendment or as originally executed) (1) in the case of LIBO Quoted Currency-denominated syndicated credit facilities denominated
in Dollars, a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate, or (2) in the
case of LIBO Quoted Currency-denominated syndicated credit facilities denominated in any currency other than Dollars, any applicable replacement
benchmark (and, in each case, such syndicated credit facilities are identified in such notice and are publicly available for review),
and


 


(b) the joint election
by the Administrative Agent and the Borrower to trigger a fallback from the Adjusted LIBO Rate for such LIBO Quoted Currency and the provision
by the Administrative Agent of written notice of such election to the Lenders.


 






    	 	 16	Revolving Credit Agreement



     


    

 


“EBITDA”
means the consolidated net income of the applicable Person (excluding extraordinary, unusual or non-recurring gains and extraordinary
losses (to the extent excluded in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein)
in the relevant agreement relating to the applicable Portfolio Investment)) for the relevant period plus, without duplication, the following
to the extent deducted in calculating such consolidated net income in the relevant agreement relating to the applicable Portfolio Investment
for such period: (i) consolidated interest charges for such period, (ii) the provision for federal, state, local and foreign
income taxes payable for such period, (iii) depreciation and amortization expense for such period, and (iv) such other adjustments
included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant
agreement relating to the applicable Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable
to market terms for substantially similar debt of other similarly situated borrowers at the time such relevant agreements are entered
into as reasonably determined in good faith by the Borrower. Notwithstanding the foregoing, EBITDA may be calculated by the Borrower in
good faith using information from and calculations consistent with the relevant financial models, pro forma financial statements, compliance
statements and financial reporting packages provided by the relevant issuer as per the requirements of the relevant agreement governing
a Portfolio Investment.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject
to consolidated supervision with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02),
which date is April 14, 2021.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for U.S. federal income
tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity
interest.


 


“ERISA” means
the U.S. Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder, each as amended or
modified from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or
(c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414(m) or (o) of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the
minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan; (c) the
filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan, other than for the payment of plan contributions or PBGC premiums due but
not delinquent under Section 4007 of ERISA; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator
of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; or (f) the
imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or the receipt of any notice by Borrower or any ERISA Affiliate
of the insolvency, within the meaning of Title IV of ERISA, of any Multiemployer Plan to which Borrower or any ERISA Affiliate is obligated
to contribute.


 






    	 	 17	Revolving Credit Agreement



     


    

 


“Erroneous Payment” has the meaning
assigned to it in Section 8.09(a).


 


“Erroneous
Payment Deficiency Assignment” has the meaning assigned to it in Section 8.09(d).


 


“Erroneous
Payment Impacted Class” has the meaning assigned to it in Section 8.09(d).


 


“Erroneous
Payment Return Deficiency” has the meaning assigned to it in Section 8.09(d).


 


“Erroneous
Payment Subrogation Rights” has the meaning assigned to it in Section 8.09(d).


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time.


 


“Euro” means
a single currency of the Participating Member States.


 


“Eurocurrency”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) Taxes imposed on (or measured by) such recipient’s net income
(however denominated), net profits, franchise Taxes and branch profits or any similar Taxes, in each case, (i) imposed by the United
States of America (or any state or political subdivision thereof), or by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located or (ii) Other Connection Taxes, (b)  in the case of a Lender, any Taxes that are U.S. withholding
taxes imposed on amounts payable to or for the account of such Lender (i) at the time such Lender (other than an assignee pursuant
to a request by the Borrower under Section 2.18(b)) becomes a party to this Agreement (or otherwise acquires an interest in
a Loan or Commitment) or designates a new lending office, except in each case to the extent that such Lender’s assignor or such
Lender was entitled to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16,
at the time of such assignment or designation (other than to the extent such withholding is as a result of a CAM Exchange), or (ii) that
is attributable to such Lender’s failure or inability (other than as a result of a Change in Law occurring after the date such Lender
becomes a party to this Agreement) to comply with Section 2.16(f), (c) any U.S. federal, state or local backup withholding
Taxes imposed on payments made under any Loan Document, and (d) any withholding Taxes that are imposed under FATCA.


 






    	 	 18	Revolving Credit Agreement



     


    

 


“External Manager”
means Owl Rock Capital Advisors LLC.


 


“Extraordinary Receipts”
means any cash received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds, pension plan reversions,
judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and
payments in lieu thereof), indemnity payments received not in the ordinary course of business and any purchase price adjustment received
not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance (excluding, however, for the
avoidance of doubt, proceeds of any issuance of Equity Interests and issuances of Indebtedness by any Obligor); provided that Extraordinary
Receipts shall not include any (x) amounts that the Borrower receives from the Administrative Agent or any Lender pursuant to Section 2.16(f),
or (y) cash receipts to the extent received from proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity
payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds, awards
or payments are received by any Person in respect of any unaffiliated third party claim against or loss by such Person and promptly applied
to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect
thereto.


 


“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with) and any current or future regulations promulgated thereunder and official interpretations
thereof and any foreign legislation implemented to give effect to any intergovernmental agreements entered into thereunder and any agreements
entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds Effective
Rate” means, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.


 


“Federal Reserve Bank
of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any
successor source.


 






    	 	 19	Revolving Credit Agreement



     


    

 


“Fee Letter”
means that certain Fee Letter dated as of March 19, 2021 among the Borrower and the Administrative Agent.


 


“Final Maturity Date”
means April 14, 2026.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 


“Financing Subsidiary”
means an SPE Subsidiary or an SBIC Subsidiary.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted LIBO Rate for each LIBO Quoted Currency.


 


“Foreign Currency”
means at any time any currency other than Dollars.


 


“Foreign Currency Equivalent”
means, with respect to any amount in Dollars, the amount of any Foreign Currency that could be purchased with such amount of Dollars using
the reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined
by the Administrative Agent.


 


“Foreign Currency Trigger
Date” means September 30, 2021.


 


“Foreign Currency Trigger
Event” shall occur on any date of determination on and after the Foreign Currency Trigger Date with respect to Pounds Sterling,
Yen or Swiss Francs if, prior to such date, this Agreement shall not have been amended pursuant to Section 2.20 to replace
the Benchmark for such Foreign Currency.


 


“Foreign Lender”
means any Lender that is not a United States Person.


 


“Foreign Subsidiary”
means any Subsidiary of the Borrower that is a Controlled Foreign Corporation.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s (a) Applicable
Dollar Percentage of the outstanding Dollar LC Exposure and (b) Applicable Multicurrency Percentage of the outstanding Multicurrency
LC Exposure, in each case with respect to Letters of Credit issued by such Issuing Bank other than Dollar LC Exposure or Multicurrency
LC Exposure, as the case may be, as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders
or Cash Collateralized in accordance with the terms hereof.


 


“GAAP” means
generally accepted accounting principles in the United States of America.


 


“GBSA” has
the meaning assigned to such term in Section 9.16.


 


“GBSA Consultation
Period” has the meaning assigned to such term in Section 9.16.


 







    	 	 20	Revolving Credit Agreement



     


    





 





“GBSA Lender”
has the meaning assigned to such term in Section 9.16.


 


“GBSA Notice”
has the meaning assigned to such term in Section 9.16.


 


“Governmental Authority”
means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies
(such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided that the term Guarantee shall not include (i) endorsements for collection
or deposit in the ordinary course of business or (ii) customary indemnification agreements entered into in the ordinary course of
business, provided that such indemnification obligations are unsecured, such Person has determined that any liability thereunder is remote
and such indemnification obligations are not the functional equivalent of the guaranty of a payment obligation of the primary obligor.


 


“Guarantee and Security
Agreement” means that certain Guarantee and Security Agreement dated as of the Effective Date among the Borrower, the Administrative
Agent, each Subsidiary of the Borrower from time to time party thereto, each holder (or a representative or trustee therefor) from time
to time of any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness, and the Collateral Agent, as the same shall be
amended, modified, restated and supplemented and in effect from time to time.


 


“Guarantee Assumption
Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security
Agreement between the Collateral Agent and an entity that pursuant to Section 5.08(a) is required to become a “Subsidiary
Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with
the requirements of Section 5.08).


 


“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.


 






    	 	21	Revolving Credit Agreement



     


    

 


“Immaterial Subsidiaries”
means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time
(it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial
Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered
pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis)
as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date;
and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending
on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.




 


“Increasing Lender”
has the meaning assigned to such term in Section 2.08(e)(i).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances
of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations
of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable and accrued
expenses incurred in the ordinary course of business), (e) all Indebtedness of others secured by any Lien on property owned or acquired
by such Person, whether or not the Indebtedness secured thereby has been assumed (with the value of such Indebtedness being the lower
of the outstanding amount of such Indebtedness and the fair market value of the property subject to such Lien), (f) all Guarantees
by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness
of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, “Indebtedness” shall not include
(x) escrows or purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price
of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (y) a commitment arising
in the ordinary course of business to make a future Portfolio Investment or (z) uncalled capital or other commitments of an Obligor
in Joint Venture Investments, as well as any letter or agreement requiring any Obligor to provide capital to a Joint Venture Investment
or a lender to a Joint Venture Investment.


 


“Indemnified Taxes”
means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower
under this Agreement.


 


“Independent”
when used with respect to any specified Person means that such Person (a) does not have any direct financial interest or any material
indirect financial interest in the Borrower or any of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate
thereof) and (b) is not connected with the Borrower or of its Subsidiaries or Affiliates (including its investment advisor
or any Affiliate thereof) as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar
functions.


 






    	 	22	Revolving Credit Agreement



     


    

 


“Industry Classification
Group” means (a) any of the classification groups set forth in Schedule 1.01(c) hereto, together with any
such classification groups that may be subsequently established by Moody’s and provided by the Borrower to the Lenders, and (b) up
to three additional industry group classifications established by the Borrower pursuant to Section 5.12.


 


“Initial Termination
Date” has the meaning assigned to such term in Section 9.16.


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Syndicated Borrowing in accordance with Section 2.07.


 


“Interest Payment
Date” means (a) with respect to any Syndicated ABR Loan, each Quarterly Date, (b) with respect to any Eurocurrency
Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration,
each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period
and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.


 


“Interest Period”
means, for any Eurocurrency Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically
corresponding day in the calendar month that is one month, three months or, except with respect to Eurocurrency Loans denominated in
Canadian Dollars, six months thereafter or, with respect to such portion of any Eurocurrency Loan or Borrowing denominated in a Foreign
Currency that is scheduled to be repaid on the Final Maturity Date, a period of less than one month’s duration commencing on the
date of such Loan or Borrowing and ending on the Final Maturity Date, as specified in the applicable Borrowing Request or Interest Election
Request; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period (other than an Interest Period
pertaining to a Eurocurrency Borrowing denominated in a Foreign Currency that ends on the Final Maturity Date that is permitted to be
of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on
the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Loan initially shall be
the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such
Loan, and the date of a Syndicated Borrowing comprising Loans that have been converted or continued shall be the effective date of the
most recent conversion or continuation of such Loans.


 


“Investment”
means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person or any agreement to
acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (and any rights or proceeds in respect
of (x) any “short sale” of securities or (y) any sale of any securities at a time when such securities are not
owned by such Person); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases
of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person);
or (c) Hedging Agreements.


 






    	 	23	Revolving Credit Agreement



     


    

 


“Investment Company
Act” means the Investment Company Act of 1940, as amended from time to time.


 


“Investment Policies”
means the investment objectives, policies, restrictions and limitations set forth in its Registration Statement, and as the same may
be changed, altered, expanded, amended, modified, terminated or restated from time to time in accordance with this Agreement.


 


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


 


“Issuing Bank”
means SMBC, MUFG Union Bank, N.A. and any other Issuing Bank designated pursuant to Section 2.05(l), in their capacity as
the issuers of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.05(j).
In the case of any Letter of Credit to be issued in an Agreed Foreign Currency, each Issuing Bank may designate any of its affiliates
as the “Issuing Bank” for purposes of such Letter of Credit.


 


“Joint Lead Arrangers”
means SMBC and MUFG Union Bank, N.A.


 


“Joint Venture Investment”
means, with respect to any Obligor, any Investment by such Obligor in a joint venture or other investment vehicle in the form of a capital
investment, loan or other commitment in or to such joint venture or other investment vehicle pursuant to which such Obligor may be required
to provide contributions, investments, or financing to such joint venture or other investment vehicle and which Investment the Borrower
has designated as a “Joint Venture Investment”.


 


“LC Disbursement”
means a payment made by any Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of the Dollar LC Exposure and the Multicurrency LC Exposure.


 


“Lenders”
means, collectively, the Dollar Lenders and the Multicurrency Lenders. Unless the context otherwise requires, the term “Lenders”
includes each Swingline Lender.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement.


 


“Letter of Credit
Collateral Account” has the meaning assigned to such term in Section 2.05(k).


 






    	 	24	Revolving Credit Agreement



     


    

 


“Letter of Credit
Documents” means, with respect to any Letter of Credit, collectively, any application therefor and any other agreements, instruments,
guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing
for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral
security for any of such obligations, each as the same may be modified and supplemented and in effect from time to time.


 


“LIBO Quoted Currency”
means each of the following currencies: Dollars; Euro; English Pounds Sterling; Japanese Yen; and Swiss Franc; in each case as long as
there is a published LIBO rate with respect thereto.


 


“LIBO Rate”
means, for any Interest Period:


 


(a)            in
the case of Eurocurrency Borrowings denominated in a LIBO Quoted Currency, the ICE Benchmark Administration Limited London interbank
offered rate per annum for deposits in the relevant Currency for a period equal to the Interest Period as displayed in the Bloomberg
Financial Markets System (or such other page on that service or such other service designated by the ICE Benchmark Administration
Limited for the display of such Administration’s London interbank offered rate for deposits in the relevant Currency) as of 11:00
a.m., London time on the day that is two Business Days prior to the first day of the Interest Period (or, solely with respect to Eurocurrency
Borrowings in Pounds Sterling, on the first day of the Interest Period) (the “Screen Rate”); provided that if the
Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBO Rate shall
mean for any LIBO Quoted Currency, the rate of interest determined by the Administrative Agent to be the average (rounded upward, if
necessary, to the nearest 1/100th of 1%) of the rate per annum at which the Administrative Agent could borrow funds if it were to do
so by asking for and then accepting interbank offers two business days preceding the first day of such Interest Period (or, solely with
respect to Eurocurrency Borrowings denominated in Pounds Sterling, on the first day of such Interest Period) in the London interbank
market for the relevant Currency as of 11:00 a.m. for delivery on the first day of such Interest Period, for the number of days
comprised therein and in an amount comparable to the amount of the Administrative Agent’s portion of the relevant Eurocurrency
Borrowing;


 


(b)            in
the case of Eurocurrency Borrowings denominated in Canadian Dollars, the CDOR Rate per annum;


 


(c)            in
the case of Eurocurrency Borrowings denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid rate
or a successor thereto approved by the Administrative Agent (“BBSY”) as published by Reuters (or such other page or
commercially available source providing BBSY (Bid) quotations as may be designated by the Administrative Agent from time to time) at
or about 10:30 a.m. (Melbourne, Australia time) on the day that is two Business Days prior to the first day of the Interest Period
(or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period;


 






    	 	25	Revolving Credit Agreement



     


    

 


(d)            in
the case of Eurocurrency Borrowings denominated in New Zealand Dollars, the rate per annum equal to the Bank Bill Reference Bid Rate
or a successor thereto approved by the Administrative Agent (“BKBM”) as published by Reuters (or such other page or
commercially available source providing BKBM (Bid) quotations as may be designated by the Administrative Agent from time to time) at
or about 10:45 a.m. (Auckland, New Zealand time) on the day that is two Business Days prior to the first day of the Interest Period
(or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period;


 


(e)            in
the case of Eurocurrency Borrowings denominated in Swedish Krona, the rate per annum equal to the Stockholm Interbank Offered Rate or
a successor thereto approved by the Administrative Agent (“STIBOR”) as published by Reuters (or such other page or commercially
available source providing STIBOR quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (Stockholm,
Sweden time) on the day that is two Business Days prior to the first day of the Interest Period (or if such day is not a Business Day,
then on the immediately preceding Business Day) with a term equivalent to such Interest Period; and


 


(f)             for
all Non-LIBO Quoted Currencies (other than Canadian Dollars, Australian Dollars, New Zealand Dollars or Swedish Krona), the calculation
of the applicable reference rate shall be determined in accordance with market practice;


 


provided
in each case, if such rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset
and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities,
except in favor of the issuer thereof (and in the case of Investments that are securities, excluding customary drag-along, tag-along,
right of first refusal and other similar rights in favor of the equity holders of the same issuer).


 


“Loan Documents”
means, collectively, this Agreement, the Letter of Credit Documents and the Security Documents.


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Margin Stock”
means “margin stock” within the meaning of Regulations T, U and X.


 


“Material Adverse
Change” has the meaning assigned to such term in Section 3.04(b).


 






    	 	26	Revolving Credit Agreement



     


    

 


“Material Adverse
Effect” means a material adverse effect on (a) the business, Portfolio Investments and other assets, liabilities and financial
condition of the Borrower or the Borrower and its Subsidiaries (other than Financing Subsidiaries) taken as a whole (excluding in any
case a decline in the net asset value of the Borrower or a change in general market conditions or values of the Portfolio Investments),
or (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the
Lenders thereunder.


 


“Material Indebtedness”
means (a) Indebtedness (other than the Loans, Letters of Credit and Hedging Agreements), of any one or more of the Borrower and
its Subsidiaries in an aggregate principal amount exceeding $25,000,000 and (b) obligations in respect of one or more Hedging Agreements
under which the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and its Subsidiaries would
be required to pay if such Hedging Agreement(s) were terminated at such time would exceed $25,000,000.


 


“Minimum Collateral
Amount” means, at any time, with respect to Cash Collateral consisting of Cash or deposit account balances, an amount equal
to 100% of the Fronting Exposure of each Issuing Bank with respect to Letters of Credit issued and outstanding at such time.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor thereto.


 


“Multicurrency Commitment”
means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Syndicated Loans, and to acquire
participations in Letters of Credit and Swingline Loans, denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed
as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure hereunder, as such
commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s
Multicurrency Commitment as of the Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Multicurrency commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency
Commitments as of the Effective Date is $275,000,000.


 


“Multicurrency LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Multicurrency Letters of
Credit at such time plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have
not yet been reimbursed by or on behalf of the Borrower at such time. The Multicurrency LC Exposure of any Lender at any time shall be
its Applicable Multicurrency Percentage of the total Multicurrency LC Exposure at such time.


 


“Multicurrency Lender”
means the Persons listed on Schedule 1.01(b) as having Multicurrency Commitments and any other Person that shall have
become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Multicurrency Commitment or to acquire
Revolving Multicurrency Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Multicurrency Letters
of Credit” means Letters of Credit that utilize the Multicurrency Commitments.


 


“Multicurrency Loan”
means a Loan denominated in Dollars or an Agreed Foreign Currency.


 






    	 	27	Revolving Credit Agreement



     


    

 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“National Currency”
means the currency, other than the Euro, of a Participating Member State.


 


“Net Cash Proceeds”
means:


 


(a)            with
respect to any Disposition by the Borrower or any of its Subsidiaries (other than Financing Subsidiaries), or any Extraordinary Receipt
received or paid to the account of the Borrower or any of its Subsidiaries (other than Financing Subsidiaries) (in each case, which requires
a payment of the Loans under Section 2.10(d)), an amount equal to (a) the sum of cash and Cash Equivalents received
in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization
of, a note receivable or otherwise, but only as and when so received) minus (b) the sum of (i) the principal amount
of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other
than Indebtedness under the Loan Documents), (ii) the reasonable out-of-pocket fees, costs and expenses incurred by the Borrower
or such Subsidiary in connection with such transaction, (iii) the taxes paid or reasonably estimated to be actually payable within
two years of the date of the relevant transaction in connection with such transaction; provided that, if the amount of any estimated
taxes pursuant to clause (iii) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition,
the aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the Borrower determines such excess exists) and
(iv) any reasonable costs, fees, commissions, premiums and expenses incurred by the Borrower or any of its Subsidiaries in connection
with such Disposition; and


 


(b)            with
respect to the sale or issuance of any Equity Interest by the Borrower or any of its Subsidiaries (other than any Financing Subsidiary)
(including, for the avoidance of doubt, cash received by the Borrower or any of its Subsidiaries (other than any Financing Subsidiaries)
for the sale by the Borrower or such Subsidiary of any Equity Interest of a Financing Subsidiary but specifically excluding any sale
of any Equity Interest by a Financing Subsidiary or cash received by a Financing Subsidiary in connection with the sale of any Equity
Interest), or the incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries (other than Financing Subsidiaries)
(in each case, which requires a payment of the Loans under Section 2.10(d)), an amount equal to (i) the sum of the cash
and Cash Equivalents received in connection with such transaction minus (ii) the sum of (1) reasonable out-of-pocket
fees, costs and expenses, incurred by the Borrower or such Subsidiary in connection therewith plus (2) any reasonable costs,
fees, commissions, premiums, expenses, or underwriting discounts or commissions incurred by the Borrower or any of its Subsidiaries in
connection with such sale or issuance.


 


“Non-Defaulting Lender”
means, at any time, a Lender that is not a Defaulting Lender at such time.


 


“Non-LIBO Quoted Currency”
means any Currency other than a LIBO Quoted Currency.


 






    	 	28	Revolving Credit Agreement



     


    

 


“Non-Performing Joint
Venture Investment” means a Joint Venture Investment that is not a Performing Joint Venture Investment.


 


“Non-Public Information”
means material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect
to Borrower or its Affiliates or their Securities.


 


“Obligor”
means, collectively, the Borrower and the Subsidiary Guarantors.


 


“Original Currency”
has the meaning assigned to such term in Section 2.17.


 


“Other Connection
Taxes” means with respect to the Administrative Agent, any Lender or any Issuing Bank, Taxes imposed by any jurisdiction by
reason of the recipient having any present or former connection with such jurisdiction (other than a connection arising solely from entering
into, receiving any payment under or enforcing its rights under this Agreement or any other Loan Document or selling or assigning an
interest in any Loan or Loan Document).


 


“Other Covered Indebtedness”
means, collectively, Secured Longer-Term Indebtedness, Secured Shorter-Term Indebtedness and Unsecured Shorter-Term Indebtedness; provided
that “Other Covered Indebtedness” shall not include any Indebtedness secured by a Lien on Portfolio Investments permitted
under Section 6.02(e).


 


“Other Permitted Indebtedness”
means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of the Borrower’s business which
are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness
(other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of the Borrower’s
business in connection with its securities transactions, derivatives transactions, reverse repurchase agreements or dollar rolls to the
extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect
to any Permitted Policy Amendments), provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments
other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been
in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default
under clause (l) of Article VII.


 


“Other Taxes”
means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document, excluding any such Taxes that are Other Connection Taxes resulting from an assignment by any Lender in accordance with Section 9.04
hereof (unless such assignment is made pursuant to Section 2.18(b)).


 


“Participant”
has the meaning assigned to such term in Section 9.04(f).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(f).


 






    	 	29	Revolving Credit Agreement



     


    

 


“Participating Member
State” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance
with the legislation of the European Union relating to the European Monetary Union.


 


“Payment Recipient”
has the meaning assigned to it in Section 8.09(d).


 


“PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Performing Joint
Venture Investments” means Joint Venture Investments which are Performing.


 


“Permitted Equity
Interests” means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of
such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such
common stock.


 


“Permitted Liens”
means (a) Liens imposed by any Governmental Authority for Taxes, assessments or charges not yet due or that are being contested
in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in
accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business;
provided that such Liens (i) attach only to the securities (or proceeds) being purchased or sold and (ii) secure
only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing; (c) Liens
imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’, storage and repairmen’s Liens
and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money)
not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained
on the books of the Borrower in accordance with GAAP; (d) Liens incurred or pledges or deposits made to secure obligations incurred
in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation
(other than Liens imposed by the PBGC in respect of employee benefit plans subject to Title IV of ERISA) or to secure public or
statutory obligations; (e) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles or
co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs
and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business; (f) Liens arising out of
judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards
do not constitute an Event of Default under clause (l) of Article VII; (g) customary rights of setoff and
liens upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary
course of business, (ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions
with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such
custodian in the ordinary course of business securing payment of fees, indemnities and other similar obligations; (h) Liens arising
solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect
of operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (i) deposits of
money securing leases to which Borrower is a party as lessee made in the ordinary course of business; (j) easements, rights of way,
zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure
obligations for the payment of money or (ii) materially impair the value of such property or its use by any Obligor or any of its
Subsidiaries in the normal conduct of such Person’s business; and (k) Liens in favor of any escrow agent solely on and in
respect of any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement (to the
extent that the acquisition or disposition with respect thereto is otherwise permitted hereunder).


 






    	 	30	Revolving Credit Agreement



     


    

 


“Permitted Policy
Amendment” means any change, alteration, expansion, amendment, modification, termination or restatement of the Investment Policies
that is either (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required
by applicable law, rule, regulation or Governmental Authority, or (c) not materially adverse to the rights, remedies or interests
of the Lenders in the reasonable discretion of the Administrative Agent (for the avoidance of doubt, no change, alteration, expansion,
amendment, modification, termination or restatement of the Investment Policies shall be deemed “material” if investment size
proportionately increases as the size of the Borrower’s capital base changes).


 


“Permitted SBIC Guarantee”
means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that
the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an
impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause (s) of Article VII,
it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan” means
any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Platform”
means has the meaning set forth in Section 5.01(i).


 


“Portfolio Investment”
means any Investment held by the Obligors in their asset portfolio (and solely for purposes of determining the Borrowing Base, Cash).
  Without limiting the generality of the foregoing, the following Investments shall not be considered Portfolio Investments under
this Agreement or any other Loan Document: (a) any Investment by an Obligor in any Subsidiary, Affiliate or joint venture of such
Obligor (including, for the avoidance of doubt, any Joint Venture Investment or any Investment by an Obligor in an entity constituting
a portfolio investment of such Obligor or an Affiliate of such Obligor); (b) any Investment that provides in favor of the obligor
in respect of such Portfolio Investment an express right of rescission, set-off, counterclaim or any other defenses; (c) any Investment,
which if debt, is an obligation (other than a revolving loan or delayed draw term loan) pursuant to which any future advances or payments
to the Obligor may be required to be made by the Borrower; (d) any Investment which is made to a bankrupt entity (other than a debtor-in-possession
financing and current pay obligations); and (e) any Investment, Cash or account in which a Financing Subsidiary has an interest.


 






    	 	31	Revolving Credit Agreement



     


    

 


“Prime Rate”
means the rate which is quoted as the “prime rate” in the print edition of The Wall Street Journal, Money Rates Section.


 


“Principal Financial
Center” means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined
by the Administrative Agent.


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“Public Lender”
means Lenders that do not wish to receive Non-Public Information with respect to the Borrower or any of its Subsidiaries or their Securities.


 


“Quarterly Dates”
means the last Business Day of March, June, September and December in each year, commencing on June 30, 2021.


 


“Quoted Investments”
has the meaning set forth in Section 5.12(b)(ii)(A).


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark for each LIBO Quoted Currency
is the Adjusted LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting,
and (2) if such Benchmark for each LIBO Quoted Currency is not the Adjusted LIBO Rate, the time determined by the Administrative
Agent in its reasonable discretion.


 


“Register”
has the meaning set forth in Section 9.04(c).


 


“Registration Statement”
means the Registration Statement filed by the Borrower with the Securities and Exchange Commission on December 15, 2020.


 


“Regulations D, T,
U and X” means, respectively, Regulations D, T, U and X of the Board of Governors of the Federal Reserve System (or any successor),
as the same may be modified and supplemented and in effect from time to time.


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, employees,
agents and advisors of such Person and such Person’s Affiliates.


 


“Relevant
Available Funds” means the sum (without duplication) of (a) the aggregate amount available to be drawn under any committed
facilities (excluding this Agreement and any committed facility of a Financing Subsidiary), for which all applicable conditions to availability
could be satisfied at such time, plus (b) the aggregate amount available to be (x) drawn under any committed facility
for a Financing Subsidiary and (y) distributed by such Financing Subsidiary to an Obligor in accordance with the terms of the definitive
documentation for such committed facility, for which all applicable conditions to availability and distribution could be satisfied at
such time.


 






    	 	32	Revolving Credit Agreement



     


    

 


“Relevant
Governmental Body” means (a) with respect to a Benchmark Replacement in respect of
Obligations, interest, fees, commissions or other amounts denominated in Dollars, the Federal Reserve Board and/or the Federal Reserve
Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New
York or any successor thereto and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions
or other amounts denominated in any currency other than Dollars, (1) the central bank for the Currency in which such Obligations,
interest, fees, commissions or other amounts are denominated or any central bank or other supervisor which is responsible for supervising
either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group
or committee officially endorsed or convened by (A) the central bank for the Currency in which such Obligations, interest, fees,
commissions or other amounts are denominated, (B) any central bank or other supervisor that is responsible for supervising either
(i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks
or other supervisors or (D) the Financial Stability Board or any part thereof.


 


“Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total
Revolving Credit Exposures and unused Commitments at such time; provided that the Revolving Credit Exposures and unused Commitments
of any Defaulting Lender shall be disregarded in the determination of Required Lenders. The Required Lenders of a Class (which shall
include the terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means Lenders (and in
the case of Required Multicurrency Lenders, two or more Lenders) having Revolving Credit Exposures and unused Commitments of such Class representing
more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments of such Class at such time. Notwithstanding
the foregoing, the Revolving Credit Exposure and unused Commitments of any Defaulting Lender shall be disregarded in the determination
of Required Lenders or Required Lenders of a Class.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of an Obligor.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class
of capital stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock of
the Borrower (it being understood that none of: (w) the conversion features under convertible notes; (x) the triggering and/or
settlement thereof; or (y) any cash payment made by the Borrower in respect thereof, shall constitute a Restricted Payment hereunder).


 






    	 	33	Revolving Credit Agreement



     


    

 


“Return of Capital”
means (a) any net cash amount received by any Obligor in respect of the outstanding principal of any Portfolio Investment (whether
at stated maturity, by acceleration or otherwise), (b) without duplication of amounts received under clause (a), any net
cash proceeds received by any Obligor from the sale of any property or assets pledged as collateral in respect of any Portfolio Investment
to the extent such net cash proceeds are less than or equal to the outstanding principal balance of such Portfolio Investment, (c) any
net cash amount received by any Obligor in respect of any Portfolio Investment that is an Equity Interest (x) upon the liquidation
or dissolution of the issuer of such Portfolio Investment, (y) as a distribution of capital made on or in respect of such Portfolio
Investment, or (z) pursuant to the recapitalization or reclassification of the capital of the issuer of such Portfolio Investment
or pursuant to the reorganization of such issuer or (d) any similar return of capital received by any Obligor in cash in respect
of any Portfolio Investment (in the case of clauses (a), (b), (c) and (d), net of any fees, costs, expenses
and taxes payable with respect thereto).


 


“Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Revolving Dollar Credit Exposure and Revolving Multicurrency Credit Exposure at such time.


 


“Revolving Dollar
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Syndicated Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Dollar Commitments.


 


“Revolving Multicurrency
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Syndicated Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Multicurrency Commitments.


 


“Revolving Percentage”
means, as of any date of determination, the result, expressed as a percentage, of the Revolving Credit Exposure on such date divided
by the aggregate outstanding Covered Debt Amount on such date.


 


“Revolving Promissory
Note” means the $75,000,000 aggregate principal amount revolving promissory note issued by the Borrower for the benefit of
Owl Rock Feeder FIC ORCIC Debt LLC (the “Owl Rock Feeder”), a Delaware liability company, dated as of October 15,
2020, pursuant to that certain loan agreement between the Borrower and Owl Rock Feeder, as lender, dated as of October 15, 2020.


 


“RIC” means
a person qualifying for treatment as a “regulated investment company” under the Code.


 


“S&P”
means S&P Global Ratings or any successor thereto.


 


“Sanctioned Country”
means, at any time, a country, territory or region that is the subject or the target of country-wide or territory-wide Sanctions broadly
prohibiting dealings with such country, territory or region (currently, Cuba, Crimea, Iran, North Korea and Syria).


 


“Sanctions”
has the meaning assigned to such term in Section 3.15(a).


 


“SBA” means
the United States Small Business Administration.


 






    	 	34	Revolving Credit Agreement



     


    

 


“SBIC Equity Commitment”
means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.


 


“SBIC Subsidiary”
means any direct or indirect Subsidiary (including such Subsidiary’s general partner or managing entity to the extent that the
only material asset of such general partner or managing entity is its equity interest in the SBIC Subsidiary) of the Borrower licensed
as a small business investment company under the Small Business Investment Act of 1958, as amended (or that has applied for such a license
and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted), and which is
designated by the Borrower (as provided below) as an SBIC Subsidiary, so long as (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of such Subsidiary: (i) is Guaranteed by any Obligor (other than a Permitted SBIC Guarantee),
(ii) is recourse to or obligates any Obligor in any way (other than in respect of any SBIC Equity Commitment or Permitted SBIC Guarantee),
or (iii) subjects any property of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other
than Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness, and (b) no Obligor has any obligation to maintain
or preserve such Subsidiary’s financial condition or cause such entity to achieve certain levels of operating results. Any such
designation by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent,
which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation complied
with the foregoing conditions.


 


“Secured Longer-Term
Indebtedness” means, as at any date, Indebtedness (other than Indebtedness hereunder) of an Obligor (which may be
Guaranteed by Subsidiary Guarantors) that (a) has no scheduled amortization prior to, and a final maturity date not earlier
than, six months after the Final Maturity Date (it being understood that none of: (w) the conversion features under convertible
notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute “amortization”
for purposes of this clause (a)), (b) is incurred pursuant to documentation containing (i) financial covenants, covenants
governing the borrowing base, if any, portfolio valuations and events of default (other than events of default customary in indentures
or similar instruments that have no analogous provisions in this Agreement or credit agreements generally) that are no more restrictive
on the Borrower and its Subsidiaries than those set forth in this Agreement and (ii) other terms (other than pricing terms) that
are no more restrictive in any material respect upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set
forth in this Agreement (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible
securities, in connection with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy
a continued listing rule with respect to its capital stock or (y) arising out of circumstances that would constitute a “fundamental
change” (as such term is customarily defined in convertible note offerings) or an Event of Default under this Agreement shall not
be deemed to be more restrictive for purposes of this definition)); provided that, upon the Borrower’s written request in connection
with the incurrence of any Secured Longer-Term Indebtedness that otherwise would not meet the requirements of this clause (b), the Borrower
and the Administrative Agent (on behalf of the Lenders) shall promptly enter into a written amendment to this Agreement making changes
necessary such that the financial covenants, covenants governing the borrowing base, if any, portfolio valuations, events of default
(other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit
agreements generally) or other terms, as applicable, in this Agreement shall be as restrictive as such covenants in the Secured Longer-Term
Indebtedness (or in the case of such other terms, as restrictive in all material respects), and (c) is not secured by any assets
of any Obligor other than pursuant to this Agreement or the Security Documents and the holders of which (or an authorized agent, representative
or trustee of such holders) have either executed (i) a joinder agreement to the Guarantee and Security Agreement or (ii) such
other document or agreement, in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which
the holders (or an authorized agent, representative or trustee of such holders) of such Secured Longer-Term Indebtedness shall have become
a party to the Guarantee and Security Agreement and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in
each case, as defined in the Guarantee and Security Agreement).


 






    	 	35	Revolving Credit Agreement



     


    





 


“Secured Shorter-Term
Indebtedness” means, collectively, (a) any Indebtedness of an Obligor that is secured by any assets of any Obligor and
that does not constitute Secured Longer-Term Indebtedness, (b) any Indebtedness of an Obligor that is not secured by any assets of
any Obligor other than pursuant to this Agreement or the Security Documents and the holders of which (or an authorized agent, representative
or trustee of such holders) have either executed (i) a joinder agreement to the Guarantee and Security Agreement or (ii) such
other document or agreement, in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which
the holders (or an authorized agent, representative or trustee of such holders) of such Secured Shorter-Term Indebtedness shall have become
a party to the Guarantee and Security Agreement and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in
each case, as defined in the Guarantee and Security Agreement) and (c) any Indebtedness that is designated as “Secured Shorter-Term
Indebtedness” pursuant to Section 6.11(a).


 


“Security Documents”
means, collectively, the Guarantee and Security Agreement, all Uniform Commercial Code financing statements filed with respect to the
security interests in personal property created pursuant to the Guarantee and Security Agreement and all other assignments, pledge agreements,
security agreements, control agreements and other instruments executed and delivered on or after the Effective Date by any of the Obligors
pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured
Obligations under and as defined in the Guarantee and Security Agreement.


 


“Shareholders’
Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of
shareholders equity for the Borrower and its Subsidiaries at such date.


 


“SMBC” means
Sumitomo Mitsui Banking Corporation.


 


“SOFR” means,
with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the
SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding
Business Day.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 






    	 	36	Revolving Credit Agreement



     


    

 


“SPE Subsidiary”
means:


 


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


 


(i)            no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is Guaranteed by any Obligor (other than
Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other than
pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,


 


(ii)           no
Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary other than on terms, taken as a whole,
not materially less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any
Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables, and


 


(iii)          to
which no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain
levels of operating results; and


 


(b)           any passive holding
company that is designated by the Borrower (as provided below) as a SPE Subsidiary, so long as:


 


(i)            such
passive holding company is the direct parent of a SPE Subsidiary referred to in clause (a);


 


(ii)           such
passive holding company engages in no activities and has no assets (other than in connection with the transfer of assets to and from a
SPE Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests of a SPE Subsidiary referred to in clause
(a)) or liabilities;


 


(iii)          no
Obligor has any contract, agreement, arrangement or understanding with such passive holding company; and


 


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




 






    	 	37	Revolving Credit Agreement



     


    

 


Any such designation of a SPE
Subsidiary by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent,
which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation complied
with the conditions set forth in clause (a) or (b) above, as applicable. Each Subsidiary of an SPE Subsidiary shall be deemed
to be an SPE Subsidiary and shall comply with the foregoing requirements of this definition.


 


As of the Effective Date, each
of ORCIC PCF LLC, ORCIC BC 1 LLC and ORCIC BC 2 LLC is an SPE Subsidiary.


 


“Special Equity Interest”
means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest; provided that
(a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in
existence at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously
with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not
intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity
Interest in the Collateral.


 


“Special Unsecured
Indebtedness” means Indebtedness of an Obligor issued after the Effective Date (which may be Guaranteed by Subsidiary Guarantors)
that (a) has no amortization prior to, and a final maturity date not earlier than, the Final Maturity Date (it being understood that
(A) none of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof or (y) any
cash payment made in respect thereof, shall constitute “amortization” for purposes of this clause (a); and (B) any
mandatory amoritization that is contingent upon the happening of an event that is not certain to occur (including a change of control
or bankruptcy) shall not in and of itself be deemed to disquality such Indebtedness under this clause (a)), (b) is incurred
pursuant to terms that are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers
as reasonably determined in good faith by the Borrower or, if such transaction is not one in which there are market terms for substantially
similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except,
in each case, other than financial covenants and events of default (other than events of default customary in indentures or similar instruments
that have no analogous provisions in this Agreement or credit agreements generally)), which shall be no more restrictive on the Borrower
and its Subsidiaries, while any Loans or the Commitments are outstanding, than those set forth in the Loan Documents; provided
that, upon the Borrower’s written request in connection with the incurrence of any Special Unsecured Indebtedness that otherwise
would not meet the requirements set forth in this parenthetical of this clause (b), the Borrower and the Administrative Agent (on behalf
of the Lenders) shall promptly enter into a written amendment to this Agreement making changes necessary such that the financial covenants
and events of default, as applicable, in this Agreement shall be as restrictive as such provisions in the Special Unsecured Indebtedness
(it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection
with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with
respect to its capital stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such
term is customarily defined in convertible note offerings) or be Events of Default under this Agreement shall not be deemed to be more
restrictive for purposes of this definition) and (c) is not secured by any assets of any Obligor; provided that Special Unsecured
Indebtedness shall not include any Indebtedness permitted pursuant to Section 6.01(o).


 








    	 	38	Revolving Credit Agreement



     


    

 


“Specified Agreed Foreign
Currency” means Swiss Franc, Swedish Krona and New Zealand Dollars and any Foreign Currency that becomes an Agreed Foreign Currency
after the Effective Date.


 


“Specified Multicurrency
Sublimit” means, as of any date of determination, an amount equal to the product of (a) 30% and (b) the Multicurrency
Commitments then in effect.


 


“Standard Securitization
Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance
guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase
price credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness
of the associated account debtors) and (c) representations, warranties, covenants and indemnities (together with any related
performance guarantees) of a type that are reasonably customary in accounts receivable securitizations or collateralized loan obligations.


 


“Statutory Reserve
Rate” means, for the Interest Period for any Eurocurrency Borrowing, a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest
Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as
 “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D.
Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of
or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or
one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein to the contrary notwithstanding,
the term “Subsidiary” shall not include any (x) Joint Venture Investment or (y) Person that constitutes an Investment
held by the Borrower in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower
and its Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.


 






    	 	39	Revolving Credit Agreement



     


    

 


“Subsidiary Guarantor”
means any Subsidiary that is a Guarantor under the Guarantee and Security Agreement. It is understood and agreed that no Financing Subsidiary, Immaterial
Subsidiary, Foreign Subsidiary or a Subsidiary of a Foreign Subsidiary shall be a Subsidiary Guarantor.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be the sum of (i) its Applicable Dollar Percentage of the total Swingline Exposure at such time incurred under
the Dollar Commitments and (ii) its Applicable Multicurrency Percentage of the total Swingline Exposure at such time incurred under
the Multicurrency Commitments.


 


“Swingline Lender”
means any of SMBC, in its capacity as lender of Swingline Loans hereunder, and its successors in such capacity as provided in Section 2.04(d).


 


“Swingline Loan”
means a Loan made pursuant to Section 2.04.


 


“Syndicated”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are made pursuant
to Section 2.01.


 


“Taxes” means
any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding), assessments,
fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term SOFR”
means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR Notice”
means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


 


“Term SOFR Transition
Event” means the determination by the Administrative Agent and the Borrower that (a) Term SOFR has been recommended for
use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.20
that is not Term SOFR.


 


“Termination Date”
means the earliest to occur of (i) the Final Maturity Date, (ii) the date of the termination of the Commitments in full pursuant
to Section 2.08(c), or (iii) the date on which the Commitments are terminated pursuant to Article VII.


 


“Testing Period”
has the meaning assigned to such term in Section 5.12(b)(ii)(E)(x).


 


“Testing Quarter”
has the meaning assigned to such term in Section 5.12(b)(ii)(B).


 








    	 	40	Revolving Credit Agreement



     


    

 


“Total Assets”
means, as of any date of determination, the value of the total assets of the Obligors on a consolidated basis, less all liabilities and
indebtedness not represented by senior securities, in each case, as of such date of determination; provided that, for purposes
of calculating the Borrower Asset Coverage Ratio, if the value of the Obligors’ interest in any Financing Subsidiary would be less
than zero, it shall be deemed to be zero. 


 


“Total Assets Concentration
Limitation” means, as of any date of determination, the amount by which the aggregate value of Equity Interests in Financing
Subsidiaries held by the Obligors as of such date of determination exceeds 15% of the Total Assets as of such date of determination.


 


“Total Secured Debt”
means, as of any date of determination, the aggregate amount of senior securities representing secured indebtedness of the Obligors as
of such date of determination.


 


“Transactions”
means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans,
the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”, when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing,
is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


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


 


“Undisclosed Administration”
means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian
or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject
to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.


 


“Uniform Commercial
Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“United States Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“Unquoted Investments”
has the meaning set forth in Section 5.12(b)(ii)(B).


 








    	 	41	Revolving Credit Agreement



     


    

 


“Unsecured Longer-Term
Indebtedness” means any Indebtedness of an Obligor (which may be Guaranteed by Subsidiary Guarantors) that (a) has no amortization
prior to, and a final maturity date not earlier than, six months after the Final Maturity Date (it being understood that (A) none
of: (w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof or (y) any cash payment
made in respect thereof, shall constitute “amortization” for purposes of this clause (a); and (B) any mandatory
amortization that is contingent upon the happening of an event that is not certain to occur (including a change of control or bankruptcy)
shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a)), (b) is incurred pursuant to terms
that are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as reasonably determined
in good faith by the Borrower or, if such transaction is not one in which there are market terms for substantially similar debt of other
similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than
financial covenants and events of default (other than events of default customary in indentures or similar instruments that have no analogous
provisions in this Agreement or credit agreements generally)), which shall be no more restrictive upon the Borrower and its Subsidiaries,
while any Loans or the Commitments are outstanding, than those set forth in the Loan Documents; provided that, upon the Borrower’s
written request in connection with the incurrence of any Unsecured Longer-Term Indebtedness that otherwise would not meet the requirements
set forth in this parenthetical of this clause (b), the Borrower and the Administrative Agent (on behalf of the Lenders) shall promptly
enter into a written amendment to this Agreement making changes necessary such that the financial covenants and events of default, as
applicable, in this Agreement shall be as restrictive as such provisions in the Unsecured Longer-Term Indebtedness (it being understood
that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension
or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect
to its capital stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is
customarily defined in convertible note offerings) or be Events of Default under this Agreement shall not be deemed to be more restrictive
for purposes of this definition) and (c) is not secured by any assets of any Obligor. For the avoidance of doubt the conversion of
all or any portion of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness into Permitted Equity Interests
in accordance with Section 6.12(a), shall not cause such Indebtedness to be designated as Unsecured Shorter-Term Indebtedness
hereunder.


 


“Unsecured Shorter-Term
Indebtedness” means, collectively, (a) any Indebtedness of an Obligor that is not secured by any assets of any Obligor
and that does not constitute Unsecured Longer-Term Indebtedness and (b) any Indebtedness that is designated as “Unsecured Shorter-Term
Indebtedness” pursuant to Section 6.11(a); provided that Unsecured Shorter-Term Indebtedness shall not include
any Indebtedness permitted pursuant to Section 6.01(o).


 


“U.S. Government Securities”
means securities that are direct obligations of, and obligations the timely payment of principal and interest on which is fully guaranteed
by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and
credit of the United States and in the form of conventional bills, bonds, and notes.


 


“Value” has
the meaning assigned to such term in Section 5.13.


 








    	 	42	Revolving Credit Agreement



     


    

 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


SECTION 1.02.
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g.,
a “Syndicated Dollar Loan” or “Syndicated Multicurrency Loan”), by Type (e.g., an “ABR Loan”) or
by Class and Type (e.g., a “Syndicated Multicurrency Eurocurrency Loan”). Borrowings also may be classified and referred
to by Class (e.g., a “Dollar Borrowing”, “Multicurrency Borrowing” or “Syndicated Borrowing”),
by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., a “Syndicated ABR Borrowing” or “Syndicated
Multicurrency Eurocurrency Borrowing”). Loans and Borrowings may also be identified by Currency.


 


SECTION 1.03.
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 








    	 	43	Revolving Credit Agreement



     


    

 


SECTION 1.04.
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided that, (a) if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective
Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that
the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended
in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP prior to the
issuance on February 25, 2016 of the Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating
leases for purposes of all financial definitions and calculations for the purposes of the Loan Documents hereunder  (whether or not
such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance
with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements
to be delivered pursuant to the Loan Documents.  Whether or not the Borrower may at any time adopt Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification Subtopic 825-10 (or successor standard solely as it relates to fair valuing
liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to FASB Statement of Financial Accounting
Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance
with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted FASB Accounting Standards
Codification Subtopic 825-10 (or such successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities
acquired in an acquisition, FASB Statement of Financial Accounting Standard No. 141(R) (or such successor standard solely as
it relates to fair valuing liabilities).


 


SECTION 1.05.
Currencies; Currency Equivalents.


 


(a)           Currencies
Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision
of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name
of such Currency is the same as it was on the Effective Date. Except as provided in Section 2.10(b) and the last sentence
of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of Credit under the
Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments then outstanding
or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the
aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Credit Exposure, (iv) the Multicurrency LC
Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value or the fair market value of any Portfolio Investment,
the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value or the
fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent
of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of
the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence of the definition of the term “Interest
Period”) or the date of valuation of such Portfolio Investment, as the case may be. Wherever in this Agreement in connection
with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan
is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to
the nearest 1,000 units of such Foreign Currency). Without limiting the generality of the foregoing, for purposes of determining compliance
with any basket in Sections 6.03(g) or 6.04(f), in no event shall the Borrower or any of its Subsidiaries be deemed
not to be in compliance with any such basket solely as a result of a change in exchange rates.


 






    	 	44	Revolving Credit Agreement



     


    

 


(b)           Special
Provisions Relating to Euro. Each obligation hereunder of any party hereto that is denominated in the National Currency of a state
that is not a Participating Member State on the Effective Date shall, effective from the date on which such state becomes a Participating
Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union;
provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within
such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency,
such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest
or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State
after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the
interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to
any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the
end of the Interest Period therefor.


 


Without prejudice to the respective
liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this
Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation
with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country
that becomes a Participating Member State after the Effective Date; provided that the Administrative Agent shall provide the Borrower
and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower
and the Lenders an opportunity to respond to such proposed change.


 


SECTION 1.06.
Divisions. For all purposes under the Loan Documents, if, as a result of any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) any new Person comes into existence, such new Person shall be deemed to have been organized
or acquired on the first date of its existence by the holders of its Equity Interests at such time.


 






    	 	45	Revolving Credit Agreement



     


    

 


ARTICLE II


 


THE
CREDITS


 


SECTION 2.01.
The Commitments. Subject to the terms and conditions set forth herein:


 


(a)           each
Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during the Availability Period in
an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s
Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar
Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and


 


(b)           each
Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to
time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency
Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure
of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments at such time, (iii) the total Covered Debt
Amount exceeding the Borrowing Base then in effect or (iv) the aggregate Revolving Multicurrency Credit Exposure denominated in the
Specified Agreed Foreign Currencies exceeding the Specified Multicurrency Sublimit.


 


Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Syndicated Loans.


 


SECTION 2.02.
Loans and Borrowings.


 


(a)           Obligations
of Lenders. Each Syndicated Loan shall be made as part of a Borrowing consisting of Loans of the same Class of Commitments, Currency
and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of
any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans
as required.


 


(b)          Type
of Loans. Subject to Section 2.13, each Syndicated Borrowing of a Class shall be constituted entirely of ABR Loans
or of Eurocurrency Loans of such Class denominated in a single Currency as the Borrower may request in accordance herewith. Each
ABR Loan shall be denominated in Dollars. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 








    	 	46	Revolving Credit Agreement



     


    

 


(c)         Minimum
Amounts. Each Eurocurrency Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of $1,000,000, and each ABR
Borrowing (whether a Syndicated Loan or a Swingline Loan) shall be in an aggregate amount of $1,000,000 or a larger multiple of $100,000;
provided that a Syndicated ABR Borrowing of a Class may be in an aggregate amount that is equal to the entire unused balance
of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as
contemplated by Section 2.05(f). Borrowings of more than one Class, Currency and Type may be outstanding at the same time. 


 


(d)         Limitations
on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect
to convert to or continue as a Eurocurrency Borrowing) any Borrowing if the Interest Period requested therefor would end after the
Final Maturity Date.


 


(e)           Treatment
of Classes. Notwithstanding anything to the contrary contained herein, with respect to each Syndicated Loan, Swingline Loan or Letter
of Credit designated in Dollars, the Administrative Agent shall deem the Borrower to have requested that such Syndicated Loan, Swingline
Loan or Letter of Credit be applied ratably to each of the Dollar Commitments and the Multicurrency Commitments, based upon the percentage
of the aggregate Commitments represented by the Dollar Commitments and the Multicurrency Commitments, respectively.


 


SECTION 2.03.
Requests for Syndicated Borrowings.


 


(a)          Notice
by the Borrower. To request a Syndicated Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone
(i) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business
Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, not
later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing or (iii) in the case of a
Syndicated ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing
Request in a form approved by the Administrative Agent and signed by the Borrower.


 


(b)         Content
of Borrowing Requests. Each telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)            whether
such Borrowing is to be made under the Dollar Commitments or the Multicurrency Commitments;


 


(ii)           the
aggregate amount and Currency of the requested Borrowing;


 


(iii)          the
date of such Borrowing, which shall be a Business Day;


 


(iv)       in
the case of a Syndicated Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v)         in
the case of a Eurocurrency Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term
 “Interest Period” and permitted under Section 2.02(d); and


 


(vi)        the
location and number of the Borrower’s account to which funds are to be disbursed, which will comply with the requirements of Section 2.06.


 








    	 	47	Revolving Credit Agreement



     


    

 


(c)           Notice
by the Administrative Agent to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Loan to be made
as part of the requested Borrowing.


 


(d)          Failure
to Elect. If no election as to the Currency of a Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall
be denominated in Dollars. If no election as to the Type of a Syndicated Borrowing is specified, then the requested Borrowing shall be
a Eurocurrency Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested Syndicated
Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign Currency and having an Interest Period of one month. If
a Eurocurrency Borrowing is requested but no Interest Period is specified, (i) if the Currency specified for such Borrowing is Dollars
(or if no Currency has been so specified), the requested Borrowing shall be a Eurocurrency Borrowing denominated in Dollars having an
Interest Period of one month’s duration, and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency,
the Borrower shall be deemed to have selected an Interest Period of one month’s duration.


 


SECTION 2.04.
Swingline Loans.


 


(a)           Agreement
to Make Swingline Loans. Subject to the terms and conditions set forth herein, each Swingline Lender severally agrees to make Swingline
Loans under each Commitment to the Borrower from time to time during the Availability Period in Dollars, in an aggregate principal amount
at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of both Classes
of Commitments exceeding $50,000,000 or the aggregate principal amount of outstanding Swingline Loans of any Swingline Lender exceeding
$25,000,000, (ii) the sum of any Swingline Lender’s outstanding Multicurrency Loans, its LC Exposure, its outstanding Swingline
Loans and (without duplication) its other Swingline Exposure exceeding its Multicurrency Commitment; (iii) the total Revolving Dollar
Credit Exposures exceeding the aggregate Dollar Commitments at such time, (iv) the total Revolving Multicurrency Credit Exposures
exceeding the aggregate Multicurrency Commitments at such time or (v) the total Covered Debt Amount exceeding the Borrowing Base
then in effect; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline
Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.


 


(b)           Notice
of Swingline Loans by the Borrower. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request
by telephone (confirmed by telecopy) not later than 2:00 p.m., New York City time, on the day of such proposed Swingline Loan. Each such
notice shall be irrevocable and shall specify the Swingline Lender from which such Swingline Loan shall be made, the requested date (which
shall be a Business Day) and the amount of the requested Swingline Loan. The Administrative Agent will promptly advise the applicable
Swingline Lender of any such notice received from the Borrower. Each Swingline Lender shall make each applicable Swingline Loan available
to the Borrower by means of a credit to the general deposit account of the Borrower with such Swingline Lender (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable
Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 






    	 	48	Revolving Credit Agreement



     


    

 


(c)          Participations
by Lenders in Swingline Loans. Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.,
New York City time on any Business Day, require the Lenders of the applicable Class to acquire participations on such Business Day
in all or a portion of the outstanding Swingline Loans of such Class made by such Swingline Lender. Such notice to the Administrative
Agent shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice
as provided above in this paragraph, to pay to the Administrative Agent, for account of the applicable Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans; provided that no Lender shall be required to purchase a participation in
a Swingline Loan pursuant to this Section 2.04(c) if (x) the conditions set forth in Section 4.02 would
not be satisfied in respect of a Borrowing at the time such Swingline Loan was made and (y) the Required Lenders of the respective
Class shall have so notified the applicable Swingline Lender in writing and shall not have subsequently determined that the circumstances
giving rise to such conditions not being satisfied no longer exist. Unless a Swingline Lender has received the written notice referred
to in the previous sentence prior to the time such Swingline Loan was made, then, subject to the terms and conditions hereof, such Swingline
Lender shall be entitled to assume all such conditions are satisfied.


 


Subject to the foregoing, each
Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph (c) is
absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments of the respective Class, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the
applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall
be made to the Administrative Agent and not to the relevant Swingline Lender. Any amounts received by a Swingline Lender from the Borrower
(or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds
of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph
and to the applicable Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to
this paragraph shall not relieve the Borrower of any default in the payment thereof.


 








    	 	49	Revolving Credit Agreement



     


    

 


(d)           Resignation
and Replacement of Swingline Lender. Any Swingline Lender may resign and be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the resigning Swingline Lender and a successor Swingline Lender. The Administrative Agent shall notify the Lenders
of any such resignation and replacement of any Swingline Lender. In addition to the foregoing, if a Lender becomes, and during the period
it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.19(a),
then each Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as a Swingline Lender,
effective at the close of business New York City time on a date specified in such notice (which date may not be less than five Business
Days after the date of such notice). On or after the effective date of any such resignation, the Borrower and the Administrative Agent
may, by written agreement, appoint one or more successor Swingline Lenders. The Administrative Agent shall notify the Lenders of any such
appointment of a successor Swingline Lender. Upon the effectiveness of any resignation of any Swingline Lender, the Borrower shall repay
in full all outstanding Swingline Loans made by such Swingline Lender together with all accrued interest thereon. From and after the effective
date of the appointment of a successor Swingline Lender, (i) such successor Swingline Lender shall have all the rights and obligations
of the replaced Swingline Lender under this Agreement with respect to Swingline Loans to be made by such successor Swingline Lender thereafter
and (ii) references herein to the term “Swingline Lender” and/or “Swingline Lenders” shall be deemed to refer
to such successor or successors (and the other current Swingline Lenders, if applicable) or to any previous Swingline Lender, or to such
successor or successors (and all current Swingline Lenders) and all previous Swingline Lenders, as the context shall require. After the
replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall have no obligation to make additional Swingline Loans.


 


SECTION 2.05.
Letters of Credit.


 


(a)           General.
Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower
may request each Issuing Bank to issue, at any time and from time to time during the Availability Period and under either the Dollar Commitments
or Multicurrency Commitments, Letters of Credit denominated in Dollars or (in the case of Letters of Credit under the Multicurrency Commitments) in
any Agreed Foreign Currency for its own account or the account of its designee (provided that the Obligors shall remain primarily liable
to the Lenders hereunder for payment and reimbursement of all amounts payable in respect of the Letters of Credit hereunder) in such
form as is acceptable to such Issuing Bank in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization
of the Commitments up to the aggregate amount available to be drawn thereunder. Notwithstanding anything to the contrary in this Agreement,
no Issuing Bank shall be under any obligation to issue, amend, renew or extend any Letter of Credit and each Letter of Credit issued,
amended, renewed or extended hereunder shall be issued, amended, renewed or extended in the sole discretion of the applicable Issuing
Bank on an uncommitted basis.


 






    	 	50	Revolving Credit Agreement



     


    

 


(b)        Notice
of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension
of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by such Issuing Bank) to any Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying
the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section),
the amount and Currency of such Letter of Credit, whether such Letter of Credit is to be issued under the Dollar Commitments or the Multicurrency
Commitments, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew
or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application
on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control.


 


(c)        Limitations
on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the aggregate LC Exposure of the applicable Issuing Bank requested to issue such Letter of Credit (determined
for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) 
shall not exceed the amount set forth opposite the name of such Issuing Bank on Schedule 2.05 (or such greater amount as such Issuing
Bank may agree in its sole discretion); (ii) the total Revolving Dollar Credit Exposures shall not exceed the aggregate Dollar Commitments
at such time; (iii) the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments at
such time; (iv) with respect to each Issuing Bank that is a Swingline Lender, the sum of such Swingline Lender’s outstanding
Multicurrency Loans, its LC Exposure, its outstanding Swingline Loans and (without duplication) its other Swingline Exposure shall not
exceed its Multicurrency Commitment then in effect; (v) the total Covered Debt Amount shall not exceed the Borrowing Base then in
effect; and (vi) the aggregate Revolving Multicurrency Credit Exposure denominated in the Specified Agreed Foreign Currencies shall
not exceed the Specified Multicurrency Sublimit.


 


(d)        Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the date twelve months after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of
such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date); provided
that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods. No Letter of Credit
may be renewed following the earlier to occur of the Commitment Termination Date and the Termination Date, except to the extent that the
relevant Letter of Credit is Cash Collateralized no later than five Business Days prior to the Commitment Termination Date or Termination
Date, as applicable, and the Borrower pays the applicable Issuing Bank all fronting fees scheduled to be due and payable during the term
of the relevant Letter of Credit or supported by another letter of credit, in each case pursuant to arrangements reasonably satisfactory
to the applicable Issuing Bank and the Administrative Agent.


 






    	 	 51	Revolving Credit Agreement



     


    

 


(e)        Participations.
By the issuance of a Letter of Credit of a Class (or an amendment to a Letter of Credit increasing the amount thereof) by an
Issuing Bank, and without any further action on the part of such Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender
of such Class, and each Lender of such Class hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal
to such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, of the aggregate amount
available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination
of the applicable Commitments; provided that no Lender shall be required to purchase a participation in a Letter of Credit pursuant
to this Section 2.05(e) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect
of a Borrowing at the time such Letter of Credit was issued and (y) the Administrative Agent or any Lender shall have so notified
such Issuing Bank in writing at least two Business Days prior to the requested date of issuance of such Letter of Credit and shall not
have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist. Unless an Issuing
Bank has received written notice from any Lender, the Administrative Agent or the Borrower, at least two Business Days prior to the requested
date of issuance of the applicable Letter of Credit, that one or more applicable conditions contained in Section 4.02 shall not then
be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall be entitled to assume all such conditions are
satisfied.


 


In consideration and in furtherance
of the foregoing, each Lender of a Class hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account
of each Issuing Bank, such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, of
each LC Disbursement made by such Issuing Bank in respect of Letters of Credit of such Class promptly upon the request of such Issuing
Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any
reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect
to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative
Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by
a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement.


 






    	 	 52	Revolving Credit Agreement



     


    

 


(f)         Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in
respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m.,
New York City time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received
prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Borrower receives such notice,
if such notice is not received prior to such time; provided that, if such LC Disbursement is not less than $1,000,000 and is denominated
in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03
or 2.04 that such payment be financed with a Syndicated ABR Borrowing or a Swingline Loan of the respective Class in an equivalent
amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
Syndicated ABR Borrowing or Swingline Loan.


 


If the Borrower fails to make
such payment when due, the Administrative Agent shall notify each applicable Lender of the applicable LC Disbursement, the payment then
due from the Borrower in respect thereof and such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage,
as the case may be, thereof.


 


(g)        Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term
or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter
of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and
(iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions
of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.


 


Neither the Administrative Agent,
the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit by such Issuing Bank or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of
such Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower
to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower
to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful
misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that:


 


(i)         the
Issuing Banks may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without
responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation
of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit;


 






    	 	 53	Revolving Credit Agreement



     


    

 


(ii)        the
Issuing Banks shall have the right, in their sole discretion, to decline to accept such documents and to make such payment if such documents
are not in strict compliance with the terms of such Letter of Credit; and


 


(iii)       this
sentence shall establish the standard of care to be exercised by the Issuing Banks when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable
law, any standard of care inconsistent with the foregoing).


 


(h)        Disbursement
Procedures. Each Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit issued by such Issuing Bank. The applicable Issuing Bank shall promptly after such examination
notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the applicable Lenders with respect to any such LC
Disbursement.


 


(i)         Interim
Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such
LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable
to Syndicated ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement within two Business Days following
the date when due pursuant to paragraph (f) of this Section, then the provisions of Section 2.12(c) shall
apply. Interest accrued pursuant to this paragraph shall be for account of the applicable Issuing Bank, except that interest accrued on
and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank
shall be for account of such Lender to the extent of such payment.


 


(j)         Resignation
and/or Replacement of an Issuing Bank. An Issuing Bank may resign and be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the resigning Issuing Bank and the successor Issuing Bank. In addition, if any Issuing Bank, in its capacity
as a Lender, assigns all of its Loans and Commitments in accordance with the terms of this Agreement, such Issuing Bank may, with the
prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that no consent of the
Borrower shall be required if an Event of Default has occurred and is continuing), resign as an Issuing Bank hereunder upon not less than
three Business Days prior written notice to the Administrative Agent and the Borrower; provided, further, in determining
whether to give any such consent, the Borrower may consider, among other factors, the sufficiency of availability of Letters of Credit
hereunder. The Administrative Agent shall notify the Lenders of any such resignation and replacement of an Issuing Bank. Upon the effectiveness
of any resignation or replacement of an Issuing Bank, the Borrower shall pay all unpaid fees accrued for account of the resigning or replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of the appointment of a successor Issuing Bank,
(i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” and/or “Issuing
Banks” shall be deemed to refer to such successor or successors (and other current Issuing Banks, if applicable) or to any previous
Issuing Bank, or to such successor or successors (and all other current Issuing Banks) and all previous Issuing Banks, as the context
shall require. After the effective replacement or resignation of the Issuing Bank hereunder, the replaced or resigning Issuing Bank, as
the case may be, shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement
with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional
Letters of Credit.


 






    	 	 54	Revolving Credit Agreement



     


    

 


(k)        Cash
Collateralization. If the Borrower shall be required to provide Cash Collateral for LC Exposure pursuant to Section 2.05(d),
Section 2.09(a), Section 2.10(b), (c) or (e), the penultimate paragraph of Article VII
or Section 9.16, the Borrower shall immediately deposit into a segregated collateral account or accounts (herein, collectively,
the “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative
Agent, for the benefit of the Lenders, Cash denominated in the Currency of the Letter of Credit under which such LC Exposure arises in
an amount equal to the amount required under Section 2.05(d), Section 2.09(a), Section 2.10(b), (c) or
(e), or the penultimate paragraph of Article VII, as applicable. Such deposit shall be held by the Administrative Agent
as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment of the “Secured Obligations”
under and as defined in the Guarantee and Security Agreement, and for these purposes the Borrower hereby grants a security interest to
the Administrative Agent for the benefit of the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined
in the Uniform Commercial Code) or other property held therein.


 


(l)         Additional
Issuing Banks. From time to time, the Borrower may, by notice to the Administrative Agent, designate one or more additional Lenders
as an Issuing Bank, so long as each such Lender agrees (in its sole discretion) to act in such capacity and is reasonably satisfactory
to the Administrative Agent; provided that each such notice shall include an updated Schedule 2.05; provided, further,
that the Borrower shall not update Schedule 2.05 to increase any Issuing Bank’s maximum LC Exposure without such Issuing Bank’s
consent. Each such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of the Administrative Agent
(which approval shall not be unreasonably withheld or delayed) and shall thereafter be an Issuing Bank hereunder for all purposes.


 


SECTION 2.06. 
Funding of Borrowings.


 


(a)        Funding
by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by (i) in the case of any Loan (other than a Syndicated ABR Borrowing), 11:00 a.m. New York City time,
and (ii) in the case of any Loan that is a Syndicated ABR Borrowing, 1:00 p.m. New York City time, in each case, to the
account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline
Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by
promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable
Borrowing Request; provided that Syndicated ABR Borrowings made to finance the reimbursement of an LC Disbursement as provided
in Section 2.05(f) shall be remitted by the Administrative Agent to the applicable Issuing Bank.


 






    	 	 55	Revolving Credit Agreement



     


    

 


(b)        Presumption
by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed funding
deadline of any Borrowing set forth in clause (a) above that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date
in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower
a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in
the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of
its obligation to fulfill its commitments hereunder, and this paragraph shall be without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such payment to the Administrative Agent.


 


SECTION 2.07. 
Interest Elections.


 


(a)        Elections
by the Borrower for Syndicated Borrowings. Subject to Section 2.03(d), the Loans constituting each Syndicated Borrowing
initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have
the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of
a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Borrowing, may elect
the Interest Period therefor, all as provided in this Section; provided, however, that (i) a Syndicated Borrowing of
a Class may only be continued or converted into a Syndicated Borrowing of the same Class, (ii) a Syndicated Borrowing denominated
in one Currency may not be continued as, or converted to, a Syndicated Borrowing in a different Currency, (iii) no Eurocurrency Borrowing
denominated in a Foreign Currency may be continued if, after giving effect thereto, (x) the aggregate Revolving Multicurrency Credit
Exposures would exceed the aggregate Multicurrency Commitments or (y) the aggregate Revolving Multicurrency Credit Exposure denominated
in the Specified Agreed Foreign Currencies would exceed the Specified Multicurrency Sublimit, and (iv) a Eurocurrency Borrowing denominated
in a Foreign Currency may not be converted to a Borrowing of a different Type. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders of the respective
Class holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate
Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.


 


(b)        Notice
of Elections. To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Syndicated
Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly (but no later than the close of business on the date of such request) by
hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.


 






    	 	 56	Revolving Credit Agreement



     


    

 


(c)        Content
of Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance
with Section 2.02:


 


(i)         the
Borrowing (including the Class of Commitment) to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case
the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each
resulting Borrowing);


 


(ii)        the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)       whether,
in the case of a Borrowing denominated in Dollars, the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv)       if
the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period therefor after giving effect to such election, which shall be
a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d).


 


(d)        Notice
by the Administrative Agent to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)        Failure
to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency
Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such
Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Syndicated Eurocurrency
Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency,
the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision
hereof (other than the last paragraph of Article VII), if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing denominated in Dollars shall,
at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) any
Eurocurrency Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one month’s duration.


 


SECTION 2.08. 
Termination, Reduction or Increase of the Commitments.


 


(a)        Scheduled
Termination. Unless previously terminated, the Commitments of each Class shall terminate on the Commitment Termination Date.


 






    	 	 57	Revolving Credit Agreement



     


    

 


(b)        Voluntary
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments of either Class of
Commitment; provided that (i) each reduction of the Commitments of a Class shall be in an amount that is $10,000,000
(or, if less, the entire amount of the Commitments of such Class) or a larger multiple of $5,000,000 in excess thereof (or, if less, the
entire amount of the Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Commitments of either Class if,
after giving effect to any concurrent prepayment of the Syndicated Loans of such Class in accordance with Section 2.10,
the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class or the aggregate Revolving
Multicurrency Credit Exposure denominated in the Specified Agreed Foreign Currencies would exceed the Specified Multicurrency Sublimit.
Any such reduction of the Commitments below the principal amount of the Swingline Loans permitted under Section 2.04(a)(i) and
the Letters of Credit permitted under Section 2.05(c)(i) shall result in a dollar-for-dollar reduction of such amounts
as applicable.


 


(c)        Notice
of Voluntary Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination
or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall
be irrevocable; provided that a notice of termination of the Commitments of a Class delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower
(by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.


 


(d)        Effect
of Termination or Reduction. Any termination or reduction of the Commitments of a Class shall be permanent. Each reduction of
the Commitments of a Class shall be made ratably among the Lenders of such Class in accordance with their respective Commitments.


 


(e)        Increase
of the Commitments.


 


(i)         Requests
for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each
such proposed increase being a “Commitment Increase”) upon notice to the Administrative Agent (who shall promptly notify
the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional
lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such
increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business
Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment
Termination Date; provided that:


 


(A)        the
minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender,
as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as
the Administrative Agent may reasonably agree); provided that this clause (A) shall not be a condition to a Commitment Increase
following any Lender’s delivery of a GBSA Notice;


 






    	 	 58	Revolving Credit Agreement



     


    

 


(B)         immediately
after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,100,000,000;


 


(C)         each
Assuming Lender shall be consented to by the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld
or delayed);


 


(D)         no
Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase;
and


 


(E)         the
representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any
portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as
of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, as of such specific date).


 


(ii)        Effectiveness
of Commitment Increase by Borrower. An Assuming Lender, if any, shall become a Lender hereunder as of such Commitment Increase Date
and the Commitment of the respective Class of any Increasing Lender and such Assuming Lender shall be increased as of such Commitment
Increase Date; provided that:


 


(x)          the
Administrative Agent shall have received on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date (or on or
prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer of the Borrower stating
that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has been satisfied;
and


 


(y)         each
Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to 11:00 a.m., New York City time
on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement, in
form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which such Lender shall, effective as of such
Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such
Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent.


 


Promptly following satisfaction of such
conditions, the Administrative Agent shall notify the Lenders of such Class (including any Assuming Lenders) thereof and of
the occurrence of the Commitment Increase Date by facsimile transmission or electronic messaging system.


 






    	 	 59	Revolving Credit Agreement



     


    

 


(iii)       Recordation
into Register. Upon its receipt of an agreement referred to in clause (ii)(y) above executed by an Assuming Lender or
any Increasing Lender, together with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall,
if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein in the Register
and (z) give prompt notice thereof to the Borrower.


 


(iv)       Adjustments
of Borrowings upon Effectiveness of Increase. On the Commitment Increase Date, the Borrower shall (A) prepay the outstanding
Loans (if any) of the affected Class in full, (B) simultaneously borrow new Loans of such Class hereunder in an amount
equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to,
and borrowing from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender
will be subsequently borrowed from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall
make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto,
the Loans of such Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such
Class of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the
amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders of such
Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that
such interests are held ratably in accordance with their commitments of such Class as so increased.


 


SECTION 2.09.
 Repayment of Loans; Evidence of Debt.


 


(a)        Repayment.
The Borrower hereby unconditionally promises to pay the Loans of each Class as follows:


 


(i)         to
the Administrative Agent for account of the Lenders of such Class the outstanding principal amount of the Syndicated Loans of such
Class on the Final Maturity Date; and


 


(ii)        to
the applicable Swingline Lender the then unpaid principal amount of each Swingline Loan of each Class of Commitment denominated in
Dollars made by such Swingline Lender, on the earlier of the Commitment Termination Date and the first date after such Swingline Loan
is made that is the 15th or last day of a calendar month and is at least ten Business Days after such Swingline Loan is made; provided
that on each date that a Syndicated Borrowing of such Class of Commitment is made, the Borrower shall repay all Swingline Loans of
such Class of Commitment then outstanding.


 


In addition, on the Commitment
Termination Date, the Borrower shall deposit Cash into the Letter of Credit Collateral Account (denominated in the Currency of the Letter
of Credit under which such LC Exposure arises) in an amount equal to 100% of the undrawn face amount of all Letters of Credit outstanding
on the close of business on the Commitment Termination Date, such deposit to be held by the Administrative Agent as collateral security
for the LC Exposure under this Agreement in respect of the undrawn portion of such Letters of Credit.


 






    	 	 60	Revolving Credit Agreement



     


    

 


(b)        Manner
of Payment. Prior to any repayment or prepayment of any Borrowings to any Lenders of any Class of Commitment hereunder, the Borrower
shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed
by telecopy) of such selection not later than the time set forth in Section 2.10(f) prior to the scheduled date
of such repayment; provided that each repayment of Borrowings to any Lenders of a Class shall be applied to repay any outstanding
ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing
or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of the applicable Class and,
second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing
with the shortest remaining Interest Period to be repaid first). Each payment of a Syndicated Borrowing shall be applied ratably to the
Loans included in such Borrowing.


 


(c)        Maintenance
of Records by Lenders. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including the amounts and Currency of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(d)        Maintenance
of Records by the Administrative Agent. The Administrative Agent shall maintain records in which it shall record (i) the amount
and Currency of each Loan made hereunder, the Class and Type thereof and each Interest Period therefor, (ii) the amount and
Currency of any principal or interest due and payable or to become due and payable from the Borrower to each Lender of such Class of
Commitment hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for account of the
Lenders and each Lender’s share thereof.


 


(e)        Effect
of Entries. The entries made in the records maintained pursuant to paragraph (c) or (d) of this Section shall
be prima facie evidence, absent obvious error, of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect
the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.


 


(f)         Promissory
Notes. Any Lender may request that Loans of any Class made by it be evidenced by a promissory note; in such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender
and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by
one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such
payee and its registered assigns).


 


SECTION 2.10.
 Prepayment of Loans.


 


(a)        Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without
premium or penalty except for payments under Section 2.15, subject to the requirements of this Section.


 






    	 	 61	Revolving Credit Agreement



     


    

 


(b)        Mandatory
Prepayments due to Changes in Exchange Rates.


 


(i)         Determination
of Amount Outstanding. On each Quarterly Date and, in addition, promptly upon the receipt by the Administrative Agent of a Currency
Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For
the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed
to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan, determined as of such Quarterly Date or, in the case of
a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business
Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice
is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower
thereof.


 


(ii)        Prepayment.
If on the date of such determination (x) the aggregate Revolving Multicurrency Credit Exposure minus the Multicurrency LC
Exposure fully Cash Collateralized on such date exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect
or (y) the aggregate Revolving Multicurrency Credit Exposure denominated in a Specified Agreed Foreign Currency minus the
Multicurrency LC Exposure denominated in a Specified Agreed Foreign Currency fully Cash Collateralized on such date exceeds 105% of the
Specified Multicurrency Sublimit, the Borrower shall prepay the Syndicated Multicurrency Loans (and/or provide Cash Collateral for Multicurrency
LC Exposure as specified in Section 2.05(k)) within 15 Business Days following the Borrower’s receipt of notice from
the Administrative Agent pursuant to clause (b)(i) above in such amounts as shall be necessary so that after giving effect
thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments and the Revolving Multicurrency
Credit Exposure denominated in a Specified Agreed Foreign Currency does not exceed the Specified Multicurrency Sublimit.


 


For purposes hereof “Currency Valuation
Notice” means a notice given by the Required Multicurrency Lenders to the Administrative Agent stating that such notice is a
 “Currency Valuation Notice” and requesting that the Administrative Agent determine the aggregate Revolving Multicurrency Credit
Exposure. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation
Notices within any rolling three month period.


 


Any prepayment pursuant to this
paragraph shall be applied, first, to Syndicated Multicurrency Loans outstanding and second, as cover for Multicurrency
LC Exposure.


 






    	 	 62	Revolving Credit Agreement



     


    

 


(c)        Mandatory
Prepayments due to Borrowing Base Deficiency. In the event that at any time any Borrowing Base Deficiency shall exist, the Borrower
shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Loans (or provide Cash Collateral
for Letters of Credit as contemplated by Section 2.05(k)) or reduce Other Covered Indebtedness or any other Indebtedness
that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency
is cured; provided that (i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) shall
be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (ii) if, within five
Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present
the Lenders with a reasonably feasible plan acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base
Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery
of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with
such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within
such 30-Business Day period.


 


(d)        Mandatory
Prepayments During Amortization Period. During the period commencing on the date immediately following the Commitment Termination
Date and ending on the Final Maturity Date:


 


(i)         Asset
Disposition. If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results
in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the Commitment Termination Date, the
Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds no later than the fifth Business
Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).


 


(ii)        Equity
Issuance. Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity
Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay
an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following
the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).


 


(iii)       Indebtedness.
Upon the incurrence or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any Indebtedness, the
Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the
fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).


 


(iv)       Extraordinary
Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the Commitment Termination
Date, exceeds $5,000,000 in the aggregate) received by or paid to or for the account of the Borrower or any of its Subsidiaries (other
than a Financing Subsidiary), and not otherwise included in clauses (i), (ii) or (iii) of this Section 2.10(d),
the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than
the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).


 






    	 	 63	Revolving Credit Agreement



     


    

 


(v)        Return
of Capital. If any Obligor shall receive any Return of Capital (other than from any Financing Subsidiary), the Borrower shall prepay
an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15)
no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in Section 2.09(b)).


 


Notwithstanding the foregoing,
(I) Net Cash Proceeds and Return of Capital required to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall
(A) be applied in accordance with the Guarantee and Security Agreement and (B) exclude the amount necessary for the Borrower
to make all required distributions (which shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b) herein)
to maintain the status of a RIC under the Code and a “business development company” under the Investment Company Act for so
long as the Borrower retains such status and (II) if the Loans to be prepaid pursuant to this Section 2.10(d) are
Eurocurrency Loans, the Borrower may defer such prepayment until the last day of the Interest Period applicable to such Loans, so long
as the Borrower deposits an amount equal to such Net Cash Proceeds, no later than the fifth Business Day following the receipt of such
Net Cash Proceeds, into a segregated collateral account in the name and under the dominion and control of the Administrative Agent, pending
application of such amount to the prepayment of the Loans on the last day of such Interest Period; provided, further, that
the Administrative Agent may direct the application of such deposits as set forth in Section 2.09(b) at any time and
if the Administrative Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.


 


(e)        Mandatory
Prepayment due to Foreign Currency Trigger Event. In the event that a Foreign Currency Trigger Event has occurred on the Foreign Currency
Trigger Date with respect to Pounds Sterling, Yen or Swiss Frances, the Borrower shall, on the Foreign Currency Trigger Date, prepay all
Loans denominated in such Foreign Currency and provide Cash Collateral for all Letters of Credit denominated in such Foreign Currency
as contemplated by Section 2.05(k).


 


(f)         Notices,
Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan made by a Swingline Lender,
such Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Borrowing denominated in Dollars (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00
a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing
denominated in a Foreign Currency (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00
a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of a Syndicated ABR Borrowing
(other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., New York City time, on the
date of prepayment, (iv) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date
of prepayment, or (v) in the case of any prepayment pursuant to Section 2.10(d), not later than 11:00 a.m., New York
City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date,
the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment; provided that, if (i) a notice of prepayment is given in connection with a conditional
notice of termination of the Commitments of a Class as contemplated by Section 2.08, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section 2.08 and (ii) any notice given in connection
with Section 2.10(d) may be conditioned on the consummation of the applicable transaction contemplated by such Section and
the receipt by the Borrower or any such Subsidiary (other than a Financing Subsidiary) of Net Cash Proceeds. Promptly following receipt
of any such notice relating to a Syndicated Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as
provided in Section 2.02 or in the case of a Swingline Loan, as provided in Section 2.04, except as necessary
to apply fully the required amount of a mandatory prepayment. Each prepayment of a Syndicated Borrowing of a Class of Commitments
shall be applied ratably to the Loans held by the Lenders of such Class included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.12 and shall be made in the manner specified in Section 2.09(b).


 






    	 	 64	Revolving Credit Agreement



     


    

 


SECTION 2.11.
Fees.


 


(a)        Commitment
Fee. The Borrower agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which shall accrue at a rate
per annum equal to 0.375% on the average daily unused amount of the Dollar Commitment and Multicurrency Commitment, as applicable, of
such Lender during the period from and including the Effective Date to but excluding the earlier of the date such commitment terminates
and the Commitment Termination Date. Accrued commitment fees shall be payable within one Business Day after each Quarterly Date and on
the earlier of the date the Commitments of the respective Class terminate and the Commitment Termination Date, commencing on the
first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment
fees, (i) the daily unused amount of the applicable Commitment shall be determined as of the end of each day and (ii) the Commitment
of any Class of a Lender shall be deemed to be used to the extent of the outstanding Syndicated Loans and LC Exposure of such Class of
such Lender (and the Swingline Exposure of such Class of such Lender shall be disregarded for such purpose).


 


(b)        Letter
of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for account of each Lender a participation fee with
respect to its participations in Letters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal to
the Applicable Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure of such
Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s Commitment of such Class terminates and the date
on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue
at the rate of 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date
of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard
fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly
Date, commencing on the first such date to occur after the Effective Date; provided that all such fees with respect to the Letters
of Credit shall be payable on the Termination Date and the Borrower shall pay any such fees that have accrued and that are unpaid on the
Termination Date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the Termination Date, the
Borrower shall prepay on the Termination Date the full amount of the participation and fronting fees that will accrue on such Letters
of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are scheduled to expire
(and, in that connection, the Lenders agree not later than the date two Business Days after the date upon which the last such Letter of
Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that
have been prepaid by the Borrower over the sum of the amount of such fees that ultimately accrue through the date of such expiration or
termination and the aggregate amount of all other unpaid obligations hereunder at such time). Any other fees payable to an Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the
last day).


 






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(c)            Administrative
Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Borrower and the Administrative Agent.


 


(d)            Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars (or, at the election of the Borrower with respect to
any fees payable to an Issuing Bank on account of Letters of Credit issued by such Issuing Bank in any Foreign Currency, in such Foreign
Currency) and immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable
to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be
refundable under any circumstances absent obvious error.


 


SECTION 2.12.
Interest.


 


(a)            ABR
Loans. The Loans constituting each ABR Borrowing (including each Swingline Loan) shall bear interest at a rate per annum equal
to the Alternate Base Rate plus the Applicable Margin.


 


(b)            Eurocurrency
Loans. The Loans constituting each Eurocurrency Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate
for the related Interest Period for such Borrowing plus the Applicable Margin.


 


(c)            Default
Interest. Notwithstanding the foregoing, if any Event of Default has occurred and is continuing and the Required Lenders have
elected to increase pricing, the interest rates applicable to Loans and any fee or other amount payable by the Borrower hereunder
shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan,
2% plus the rate otherwise applicable to such Loan as provided above, (ii) in the case of any Letter of Credit, 2% plus
the fee otherwise applicable to such Letter of Credit as provided in Section 2.11(b)(i), or (iii) in the
case of any fee or other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of
this Section.


 






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(d)            Payment
of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan in the Currency
in which such Loan is denominated and, in the case of Syndicated Loans, upon the Termination Date; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of a Syndicated ABR Loan prior to the Final Maturity Date), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion
of any Eurocurrency Borrowing denominated in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing
shall be payable on the effective date of such conversion.


 







(e)            Computation.
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed (i) by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and (ii) on Multicurrency Loans denominated
in Pounds Sterling or Canadian Dollars shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate
Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent and such determination shall be conclusive absent manifest
error.


 


SECTION 2.13.
Inability to Determine Interest Rates. (a) If prior to the commencement of any Interest Period for any Eurocurrency
Borrowing of a Class (the Currency of such Borrowing herein called the “Affected Currency”):


 


(i)            the
Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error)
that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published
on a current basis) for such Interest Period; or


 


(ii)            the
Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Adjusted LIBO Rate
for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining
their respective Loans included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give
written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as
practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise
to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to,
or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be
ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or
converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a
Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the
Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests
a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the LIBO Rate for such Eurocurrency
Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency
Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable
discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the
Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any
rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that
is five (5) Business Days after the delivery by the Administrative Agent thereof.


 






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SECTION 2.14.
Increased Costs.


 


(a)            Increased
Costs Generally. If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or
any Issuing Bank; or


 


(ii)            impose
on the Administrative Agent, any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other
than (A) Indemnified Taxes, (B) Other Taxes, (C) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (D) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are
franchise Taxes or branch profits Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or
participation therein;


 


and the result of any of the foregoing shall be
to increase the cost to such Lenders of making, converting to, continuing or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether
of principal, interest or otherwise), then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars,
such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred
or reduction suffered.


 


(b)            Capital
and Liquidity Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital
of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by,
or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank,
to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies
and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements),
by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or
such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.


 






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(c)            Certificates
from Lenders. A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the basis for and the calculation of
the amount or amounts, in Dollars, necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be promptly delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as
due on any such certificate within 10 days after receipt thereof.


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim
compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION 2.15.
Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the
last day of an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default),
(b) the conversion of any Eurocurrency Loan other than on the last day of an Interest Period therefor, (c) the failure to borrow,
convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant hereto (including, in connection
with any Commitment Increase Date, and regardless of whether such notice is permitted to be revocable under Section 2.10(f) and
is revoked in accordance herewith), or (d) the assignment as a result of a request by the Borrower pursuant to Section 2.18(b) of
any Eurocurrency Loan other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and reasonable expense attributable to such event (excluding loss of anticipated profits). In the case
of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such
Lender to be equal to the excess, if any, of


 


(i)            the
amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency
of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that
would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to
the Adjusted LIBO Rate for such Currency for such Interest Period, over


 






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(ii)            the
amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount
for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in such
Currency from other banks in the Eurocurrency market at the commencement of such period.


 


Payment under this Section shall be made
upon request of a Lender delivered not later than five Business Days following the payment, conversion, or failure to borrow, convert,
continue or prepay that gives rise to a claim under this Section accompanied by a certificate of such Lender setting forth in reasonable
detail the basis for and the calculation of the amount or amounts that such Lender is entitled to receive pursuant to this Section, which
certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.


 


SECTION 2.16.
Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Taxes, except as required by applicable law (as determined in the good faith
discretion of an applicable withholding agent); provided that if the Borrower shall be required to deduct any Taxes from such payments,
then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent,
applicable Lender or applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable law.


 


(b)            Payment
of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.


 


(c)            Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank for and, within 10 Business
Days after written demand therefor, pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender
or such Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority,
except to the extent that any such Indemnified Taxes or Other Taxes arise as the result of the gross negligence or willful misconduct
of the Administrative Agent, such Lender or such Issuing Bank. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank,
shall be conclusive absent manifest error.


 






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(d)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 Business Days after written demand therefor,
for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(f) relating to the maintenance
of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent
under this paragraph (d).


 


(e)            Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.


 


(f)            Tax
Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of
the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower
or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower
or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject
to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.16(f)(ii) below)
shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)            Without
limiting the generality of the foregoing:


 


(A)            any
Lender that is a United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as
shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and
executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S.
federal backup withholding tax; and


 






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(B)            each
Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on
or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following
is applicable:


 


(w)            duly
completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor form claiming eligibility for
benefits of an income tax treaty to which the United States is a party,


 


(x)            duly
completed copies of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a trade or business in the United States,


 


(y)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(1) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the
Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (2) duly
completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form) certifying that the
Foreign Lender is not a United States Person, or


 


(z)            any
other form including Internal Revenue Service Form W-8IMY as applicable prescribed by applicable law as a basis for claiming exemption
from or a reduction in U.S. federal withholding Tax duly completed together with such supplementary documentation as may be prescribed
by applicable law to permit the Borrower to determine the withholding or deduction required to be made.


 


(iii)            In
addition, each Lender shall deliver such forms promptly upon the obsolescence, expiration or invalidity of any form previously delivered
by such Lender; provided it is legally able to do so at the time. Each Lender shall promptly notify the Borrower and the Administrative
Agent at any time the chief tax officer of such Lender (or such other person so responsible) becomes aware that it no longer satisfies
the legal requirements to provide any previously delivered form or certificate to the Borrower (or any other form of certification adopted
by the U.S. or other taxing authorities for such purpose).


 






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(g)            Documentation
Required by FATCA. If a payment made to a Lender under this Agreement would be subject to withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with
their respective obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of
this Section 2.16(g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(h)            Treatment
of Certain Refunds. If the Administrative Agent, any Lender or an Issuing Bank determines, in its sole discretion exercised in good
faith, that it has received a refund or credit (in lieu of such refund) of any Taxes or Other Taxes as to which it has been indemnified
by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower
an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the
Administrative Agent, any Lender or an Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent,
any Lender or an Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Administrative Agent, any Lender or an Issuing Bank in the event the Administrative Agent,
any Lender or an Issuing Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary
in this clause (h), in no event will the Administrative Agent, any Lender or an Issuing Bank be required to pay any amount to Borrower
pursuant to this clause (h), the payment of which would place such Person in a less favorable net after-Tax position than such
Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall
not be construed to require the Administrative Agent, any Lender or an Issuing Bank to make available its tax returns or its books or
records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.


 


SECTION 2.17.
Payments Generally; Pro Rata Treatment: Sharing of Set-offs.


 


(a)            Payments
by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees
or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or under any
other Loan Document (except to the extent otherwise provided therein) prior to 2:00 p.m., New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s
Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to any Issuing
Bank or any Swingline Lender as expressly provided herein and payments pursuant to Sections 2.14, 2.15, 2.16
and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any
payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension.


 






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All amounts owing under this
Agreement (including commitment fees, payments required under Section 2.14, and payments required under Section 2.15
relating to any Loan denominated in Dollars, but not including principal of and interest on any Loan denominated in any Foreign Currency
or payments relating to any such Loan required under Section 2.15, which are payable in such Foreign Currency) or under
any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing,
if the Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment
or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars
on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such
Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall
be payable on demand; and if the Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest
shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the
Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date
of such redenomination and such interest shall be payable on demand.


 


Notwithstanding the foregoing
provisions of this Section, if, after the making of any Borrowing in any Foreign Currency, currency control or exchange regulations are
imposed in the country which issues such currency with the result that the type of currency in which the Borrowing was made (the “Original
Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders
in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars
in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto
that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.


 


(b)            Application
of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully
all amounts of principal, unreimbursed LC Disbursements, interest and fees of a Class of Commitments then due hereunder, such funds
shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees of such Class then due to such parties, and (ii) second, to pay principal
and unreimbursed LC Disbursements of such Class then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties.


 






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(c)            Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from
the Lenders of such Class of Commitments, each payment of commitment fee under Section 2.11 shall be made for account
of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments
under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class of Commitments, pro rata
according to the amounts of their respective Commitments of such Class of Commitments; (ii) each Syndicated Borrowing of a Class of
Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments
of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included
in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated
Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata
in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and
(iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the
Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments
then due and payable to the respective Lenders.


 







(d)            Sharing
of Payments by Lenders. If any Lender of any Class of Commitment shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Syndicated Loans, or participations in LC Disbursements
or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its
Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due
than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other
Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations
in LC Disbursements and Swingline Loans, of such Class; provided that (i) if any such participations are purchased and all
or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall
apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


(e)            Presumptions
of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment
is due to the Administrative Agent for account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent at the Federal Funds Effective Rate.


 






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(f)            Certain
Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c),
2.05(e), 2.06(a) or (b) or 2.17(e), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy
such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.


 


SECTION 2.18.
Mitigation Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 2.14, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or affiliates, if in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the
case may be, in the future and (ii) would not subject such Lender to any cost or expense not actually reimbursed, or required to
be reimbursed, by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)            Replacement
of Lenders. If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.16, or if
any Lender becomes a Defaulting Lender or is a Non-Consenting Lender (as provided in Section 9.02(d)), then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Commitment is being assigned, each Issuing Bank and each Swingline Lender),
which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16,
such assignment is reasonably expected at the time of such assignment request to result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and delegation if prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to
apply.


 






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SECTION 2.19.
Defaulting Lenders.


 


(a)            Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,
then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:


 


(i)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received
by Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may
be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to
any Issuing Bank or any Swingline Lender hereunder; third, to Cash Collateralize each Issuing Bank’s Fronting Exposure
with respect to such Defaulting Lender in the manner described in Section 2.09(a); fourth, as Borrower may
request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by
Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash
Collateralize each Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in the manner described in Section 2.09(a); sixth, to the payment
of any amounts owing to the Lenders, Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, any Issuing Bank or any Swingline Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the
payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans or reimbursement obligations in respect of any LC Disbursement for which
such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of
Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied and waived, such payment shall
be applied solely to pay the Loans of, and reimbursement obligations in respect of any LC Disbursement that is owed to, all
Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations in
respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable
Commitments without giving effect to Section 2.19(a)(iii). Any payments, prepayments or other amounts paid or payable to
a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to
this Section 2.19(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.


 






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(ii)            Certain
Fees.


 


(A)            No
Defaulting Lender shall be entitled to receive any fee pursuant to Sections 2.11(a) and (b) for any period during
which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required
to have been paid to that Defaulting Lender); provided that such Defaulting Lender shall be entitled to receive fees pursuant to
Section 2.11(b) for any period during which that Lender is a Defaulting Lender only to extent allocable to its Applicable
Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.19(d).


 


(B)            With
respect to any Section 2.11(b) fees not required to be paid to any Defaulting Lender pursuant to clause (A) above,
Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with
respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting
Lender pursuant to clause (iii) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such
Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be
required to pay the remaining amount of any such fee.


 


(iii)            Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit
and Swingline Loans shall be reallocated (effective no later than one Business Day after the Administrative Agent has actual knowledge
that such Lender has become a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective Applicable Dollar
Percentages and Applicable Multicurrency Percentages, as the case may be (in each case calculated without regard to such Defaulting Lender’s
Commitment), but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such
reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented
and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving
Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 9.15,
no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising
from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.


 


(iv)            Cash
Collateral; Repayment of Swingline Loans. If the reallocation described in clause (iii) above cannot, or can only
partially, be effected, the Borrower shall not later than two Business Days after demand by the Administrative Agent (at the direction
of any Issuing Bank and/or any Swingline Lender), without prejudice to any right or remedy available to it hereunder or under law,
(x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Swingline Exposure (which exposure shall
be deemed equal to the applicable Defaulting Lender’s Applicable Percentage of the total outstanding Swingline Exposure (other
than Swingline Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or
Cash Collateralized in accordance with the terms hereof)) and (y) second, Cash Collateralize each Issuing Bank’s Fronting
Exposure in accordance with the procedures set forth in Section 2.19(d) or (z) make other arrangements
reasonably satisfactory to the Administrative Agent, the Issuing Banks and the Swingline Lenders in their sole discretion to protect
them against the risk of non-payment by such Defaulting Lender.


 






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(b)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lenders and the Issuing Banks agree in writing that a Lender
is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that
such former Defaulting Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or
take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations
in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving
effect to Section 2.19(a)(iii)), and if Cash Collateral has been posted with respect to such Defaulting Lender, the Administrative
Agent will promptly return or release such Cash Collateral to the Borrower, whereupon such Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower
while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by
the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender having been a Defaulting Lender.


 


(c)            New
Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) no Swingline Lender shall be required to
fund any Swingline Loans unless it is satisfied that the participations therein will be fully allocated among Non-Defaulting Lenders in
a manner consistent with clause (a)(iii) above and the Defaulting Lender shall not participate therein and (ii) no Issuing
Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that the participations in any
existing Letters of Credit as well as the new, extended, renewed or increased Letter of Credit has been or will be fully allocated among
the Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and such Defaulting Lender shall not participate
therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance
with Section 2.19(d).


 


(d)            Cash
Collateral. At any time that there shall exist a Defaulting Lender, promptly following the written request of Administrative Agent
or any Issuing Bank (with a copy to Administrative Agent) Borrower shall Cash Collateralize each Issuing Bank’s Fronting Exposure
with respect to such Defaulting Lender (determined after giving effect to Section 2.19(a)(iii) and any Cash Collateral
provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 






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(i)            Grant
of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and
subjects to the control of) Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security
interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters
of Credit, to be applied pursuant to clause (ii) below. If at any time Administrative Agent determines that Cash Collateral
is subject to any right or claim of any Person other than Administrative Agent and the Issuing Banks as herein provided, or that the total
amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Administrative Agent,
pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect
to any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at SMBC. Borrower shall pay on demand therefor from
time to time all reasonable and customary account opening, activity and other administrative fees and charges in connection with the maintenance
and disbursement of Cash Collateral.


 


(ii)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.19 in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in
respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation)
for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.


 


(iii)            Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce Issuing Bank’s Fronting Exposure shall
no longer be required to be held as Cash Collateral pursuant to this Section 2.19 following (i) the elimination of the
applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination
by Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that, subject to the other provisions
of this Section 2.19, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held
to support future anticipated Fronting Exposure; provided, further, that to the extent that such Cash Collateral was provided
by Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.


 


SECTION 2.20.
Effect of Benchmark Transition Event.


 


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an
Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect
of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or
(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such







 


Benchmark setting and subsequent Benchmark
settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if
a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for
such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the
date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other
party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice
of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required
Lenders, and, in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders.


 






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(b)            Term
SOFR Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below
in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time
in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark
for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without
any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause
(b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.


 


(c)            Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent (after
consulting with the Borrower) will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.


 


(d)            Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any
occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement
Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the
commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative
Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.20, including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take
or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly
required pursuant to this Section 2.20.


 






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(e)            Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the
Adjusted LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period”
for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that
was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark
(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period”
for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(f)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower
may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, (i) in the case of a request for a Dollar Borrowing, the Borrower will
be deemed to have converted such request into a request for a Borrowing of or conversion to an ABR Loan, and (ii) in the case of
a request for a Eurocurrency Borrowing other than in Dollars, the LIBO Rate for such Eurocurrency Borrowing shall be a rate quoted as
being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using
whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the
Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s
request to the Administrative Agent therefor. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such
Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.


 


(g)            LIBO
Rate Notification. The parties hereto acknowledge and agree that on March 5, 2021 the Financial Conduct Authority (“FCA”),
the regulatory supervisor of the LIBO Rate for Dollars’ administrator (“IBA”), announced in a public statement
the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month LIBO Rate for Dollars
tenor settings.


 






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ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and
warrants to the Lenders that:


 


SECTION 3.01.
Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted
and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required of the Borrower
or such Subsidiary, as applicable.


 


SECTION 3.02.
Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized
by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered
by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered by each Obligor party thereto will constitute,
a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement
of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


SECTION 3.03.
Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made
and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to this Agreement or the
Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents
of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default
in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets,
or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant
to this Agreement or the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or
any of its Subsidiaries.


 


SECTION 3.04.
Financial Condition; No Material Adverse Change.


 


(a)            Financial
Statements. The Borrower has heretofore delivered to the Lenders audited consolidated balance sheet and statement of operations, changes
in net assets and cash flows of the Borrower and its Subsidiaries as of and for the year ended December 31, 2020, certified by a
Financial Officer of the Borrower. Such financial statements present fairly, in all material respects, the consolidated financial position
and results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such period in accordance with GAAP,
subject to normal year-end audit adjustments and the absence of footnotes.


 






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(b)            No
Material Adverse Change. Since the date of the most recent Applicable Financial Statements, there has not been any event, development
or circumstance (herein, a “Material Adverse Change”) that has had or could reasonably be expected to have a material
adverse effect on (i) the business, Portfolio Investments and other assets, liabilities or financial condition of the Borrower and
its Subsidiaries (other than any Financing Subsidiary) taken as a whole (excluding in any case a decline in the net asset value of the
Borrower or a change in general market conditions or values of the Borrower’s Portfolio Investments), or (ii) the validity
or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder.


 


SECTION 3.05.
Litigation. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority
now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.


 


SECTION 3.06.
Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding
upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is subject to any contract or other arrangement, the performance
of which by the Borrower or its Subsidiaries could reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.07.
Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports
required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes
that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves
maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.


 


SECTION 3.08.
ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.09.
Disclosure. As of the Effective Date, the Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, none of the reports, financial
statements, certificates or other written information (other than projected financial information, other forward looking information relating
to third parties and information of a general economic or general industry nature) furnished by or on behalf of the Borrower to the Administrative
Agent in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified
or supplemented by other information so furnished) when taken as a whole (and after giving effect to all updates, modifications and supplements)
contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that with respect to projected financial information,
the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the
time.


 






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SECTION 3.10.
Investment Company Act; Margin Regulations.


 


(a)            Status
as Business Development Company. The Borrower has elected to be regulated as a “business development company” within the
meaning of the Investment Company Act and qualifies as a RIC.


 


(b)            Compliance
with Investment Company Act. The business and other activities of the Borrower and its Subsidiaries, including the making of the Loans
hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the Transactions contemplated
by the Loan Documents do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or
any rules, regulations or orders issued by the Securities and Exchange Commission thereunder, in each case that are applicable to the
Borrower and its Subsidiaries.


 


(c)            Investment
Policies. The Borrower is in compliance in all respects with the Investment Policies (after giving effect to any Permitted Policy
Amendments), except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect.


 


(d)            Use
of Credit. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part
of the proceeds of any extension of credit hereunder will be used to buy or carry any Margin Stock.


 


SECTION 3.11.
Material Agreements and Liens.


 


(a)            Material
Agreements. Part A of Schedule 3.11 is a complete and correct list, as of the Effective Date, of each credit agreement,
loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to
any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any
of its Subsidiaries outstanding as of the Effective Date, and the aggregate principal or face amount outstanding or that is, or may become,
outstanding under each such arrangement is correctly described in Part A of Schedule 3.11.


 


(b)            Liens.
Part B of Schedule 3.11 is a complete and correct list, as of the Effective Date, of each Lien securing Indebtedness
of any Person outstanding on the Effective Date covering any property of the Borrower or any of the Subsidiary Guarantors, and the aggregate
Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien is correctly described
in Part B of Schedule 3.11.


 






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SECTION 3.12.
Subsidiaries and Investments.


 


(a)            Subsidiaries.
Set forth on Schedule 3.12(a) is a list of the Borrower’s Subsidiaries as of the Effective Date.


 


(b)            Investments.
Set forth on Schedule 3.12(b) is a complete and correct list, as of the Effective Date, of all Investments (other than Investments
of the types referred to in clauses (b), (c) and (d) of Section 6.04) held by the Borrower
or any of the Subsidiary Guarantors in any Person on the Effective Date and, for each such Investment, (x) the identity of the Person
or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Schedule 3.12, each of the
Borrower and any of the Subsidiary Guarantors owned, free and clear of all Liens (other than Liens created pursuant to this Agreement
or the Security Documents and Permitted Liens), all such Investments as of such date.


 


SECTION 3.13.
Properties.


 


(a)            Title
Generally. Each of the Borrower and the Subsidiary Guarantors has good title to, or valid leasehold interests in, all its real and
personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended purposes.


 


(b)            Intellectual
Property. Each of the Borrower and its Subsidiaries (other than any Financing Subsidiary) owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its
Subsidiaries (other than any Financing Subsidiary) does not infringe upon the rights of any other Person, except for any such infringements
that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.14.
Affiliate Agreements. As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and
complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or
waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.


 


SECTION 3.15.
Sanctions.


 


(a)            None
of the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors, officers or authorized
signors, (i) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to, or the subject or target
of, the limitations or prohibitions (collectively “Sanctions”) under (A) any U.S. Department of Treasury’s
Office of Foreign Assets Control or U.S. Department of State regulation or executive order or (B) any international economic sanction
administered or enforced by the United Nations Security Council, Her Majesty’s Treasury or the European Union or (ii) is located,
organized or resident in a Sanctioned Country.


 


(b)            The
Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its
Subsidiaries and their respective directors, officers, employees and investment advisors with Anti-Corruption Laws and applicable Sanctions
in all material respects. The Borrower, its Subsidiaries and to the knowledge of the Borrower, their respective employees, officers, directors
and agents (acting on their behalf), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.


 






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SECTION 3.16.
Patriot Act. Each of the Borrower and its Subsidiaries is in compliance, to the extent applicable with (a) the Trading
with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening
America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds
of the Loans will be used, directly or, to the knowledge of a Responsible Officer of the Borrower, indirectly, for any payments to (i) any
governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting
in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, all in violation by the Borrower
or its Subsidiaries of the United States Foreign Corrupt Practices Act of 1977, as amended, or in material violation of US or UK regulation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (collectively,
the “Anti-Corruption Laws”) or (ii) any Person for the purpose of financing the activities of any Person, at the
time of such financing (A) subject to, or the subject of, any Sanctions or (B) located, organized or resident in a Sanctioned
Country, in each case as would result in a violation of Sanctions.


 


SECTION 3.17.
Collateral Documents. The provisions of the Security Documents are effective to create in favor of the Collateral Agent
a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 6.02) on all right, title and interest
of the Borrower and each Subsidiary Guarantor in the Collateral described therein. Except for filings completed on or prior to the Effective
Date or as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect such Liens.


 


SECTION 3.18.
EEA Financial Institutions. Neither the Borrower nor any Subsidiary is an EEA Financial Institution.


 


ARTICLE IV


 


CONDITIONS


 


SECTION 4.01.
Effective Date. The effectiveness of this Agreement and of the obligations of the Lenders to make Loans and of the Issuing
Banks to issue Letters of Credit hereunder shall not become effective until completion of each of the following conditions precedent (unless
a condition shall have been waived in accordance with Section 9.02):


 


(a)            Documents.
Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent
(and to the extent specified below to each Lender) in form and substance:


 


(i)            Executed
Counterparts. From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that
such party has signed a counterpart of this Agreement.


 






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(ii)            Opinion
of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of (A) Cleary Gottlieb Steen & Hamilton LLP, New York counsel for the Borrower and the Subsidiary Guarantors
and (B) Eversheds Sutherland (US) LLP, Maryland counsel for the Borrower and the Subsidiary Guarantors, in each case, in form and
substance reasonably acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to
the Lenders and the Administrative Agent).


 


(iii)            Corporate
Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower,
this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.


 


(iv)            Officer’s
Certificate. A certificate, dated the Effective Date and signed by the President, the Chief Executive Officer, a Vice President or
a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence
of Section 4.02.


 


(v)            Guarantee
and Security Agreement. The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee
and Security Agreement.


 


(vi)            Control
Agreement. A Collateral Account Control Agreement, duly executed and delivered by the Borrower, the Administrative Agent and State
Street Bank and Trust Company.


 


(vii)            Borrowing
Base Certificate. A Borrowing Base Certificate showing a calculation of the Borrowing Base as of the Effective Date with the Value
of each Portfolio Investment determined as of March 31, 2021.


 


(b)            Liens.
The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction with respect to the Borrower
and the Subsidiary Guarantors, confirming that each financing statement in respect of the Liens in favor of the Collateral Agent created
pursuant to the Security Documents is otherwise prior to all other financing statements or other interests reflected therein (other than
any financing statement or interest in respect of liens permitted under Section 6.02 or liens to be discharged on or prior
to the Effective Date pursuant to documentation satisfactory to the Administrative Agent and revealing no liens on any of the assets of
the Borrower or the Subsidiary Guarantors except for liens permitted under Section 6.02 or liens to be discharged on or prior
to the Effective Date pursuant to documentation satisfactory to the Administrative Agent). All UCC financing statements and similar documents
required to be filed in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a first priority perfected
security interest in the Collateral (to the extent that such a security interest may be perfected by a filing under the Uniform Commercial
Code) shall have been properly filed in each jurisdiction required (or arrangements for such filings acceptable to the Administrative
Agent shall have been made).


 






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(c)            Consents.
The Borrower shall have obtained and delivered to the Administrative Agent certified copies of all consents, approvals, authorizations,
registrations, or filings required to be made or obtained by the Borrower and all Subsidiary Guarantors in connection with the Transactions
and any transaction being financed with the proceeds of the Loans, and such consents, approvals, authorizations, registrations, filings
and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by
any Governmental Authority regarding the Transactions or any transaction being financed with the proceeds of the Loans shall be ongoing.


 


(d)            Fees
and Expenses. The Borrower shall have paid in full to the Administrative Agent all fees and expenses related to the Loan Documents
and the Fee Letter owing on the Effective Date.


 


(e)            Patriot
Act. The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Effective Date, all documentation
and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


(f)            Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or any Lender may reasonably
request in form and substance reasonably satisfactory to the Administrative Agent.


 


SECTION 4.02.
Each Credit Event. The obligation of each Lender to make any Loan, and of each Issuing Bank to issue, amend, renew or extend
any Letter of Credit, is additionally subject to the satisfaction of the following conditions:


 


(a)            the
representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in
all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier,
true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;


 


(b)            at
the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, no Default shall have occurred and be continuing;


 


(c)            either
(i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base
reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered
an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall
not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments
or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at
such time; and


 






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(d)            solely
with respect to any Loan to be made on or after the Foreign Currency Trigger Date or Letter of Credit to be issued, amended, renewed or
extended on or after the Foreign Currency Trigger Date that is, in each case, denominated in Pounds Sterling, Yen or Swiss Francs, no
Foreign Currency Trigger Event shall exist with respect to such Foreign Currency.


 


Each Borrowing and each issuance,
amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the
date thereof as to the matters specified in the preceding sentence.


 


ARTICLE V


 


AFFIRMATIVE
COVENANTS


 


Until the Commitments have expired
or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all
Letters of Credit shall have expired, been terminated, Cash Collateralized or backstopped and all LC Disbursements shall have been reimbursed,
the Borrower covenants and agrees with the Lenders that:


 


SECTION 5.01.
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:


 


(a)            within
90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and statement of operations, changes
in net assets and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing to the
effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations
of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that the requirements
set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower
to the SEC on Form 10-K for the applicable fiscal year;


 


(b)            within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and
statement of operations, changes in net assets and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case
of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding
period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the requirements
set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q
for the applicable quarterly period;


 






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(c)            concurrently
with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial
Officer of the Borrower (i) certifying that such statements are consistent with the financial statements filed by the Borrower with
the Securities and Exchange Commission, (ii) certifying as to whether the Borrower has knowledge that a Default has occurred during
the applicable period and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02,
6.04 and 6.07 and (iv) stating whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower
has occurred since the Effective Date and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate;


 


(d)            as
soon as available and in any event not later than 20 days after the end of each monthly accounting period (ending on the last day of each
calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such accounting period;


 


(e)            promptly
but no later than five Business Days after any Responsible Officer of the Borrower shall at any time have knowledge that there is a Borrowing
Base Deficiency, a Borrowing Base Certificate as at the date such Responsible Officer of the Borrower has knowledge of such Borrowing
Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date such Responsible Officer of the Borrower obtained
knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to
the date the Borrowing Base Certificate is delivered pursuant to this paragraph;


 


(f)            promptly
upon receipt thereof copies of all significant reports submitted by the Borrower’s independent public accountants in connection
with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the
Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower;


 


(g)            promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the
Borrower or any of the Subsidiary Guarantors with the Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all of the functions of said Commission, or with any national securities exchange, as the case may be; and


 


(h)            promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower
or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or
any Lender may reasonably request, including such documents and information requested by the Administrative Agent or any Lender that are
reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar
rules and regulations and related policies.


 






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(i)            Borrower
and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant
to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website
or other information platform (the “Platform”), any document or notice that Borrower has indicated contains Non-Public
Information shall not be posted by Administrative Agent on that portion of the Platform designated for such Public Lenders. Borrower agrees
to clearly designate all information provided to Administrative Agent by or on behalf of Borrower or any of its Subsidiaries which is
suitable to make available to Public Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01
contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of
the Platform designated for Lenders who wish to receive material Non-Public Information with respect to Borrower, its Subsidiaries and
their Securities (as such term is defined in Section 5.13 of this Agreement).


 


(j)            Notwithstanding
anything to the contrary herein, the requirements to deliver documents set forth in Section 5.01(a), (b) and (g) will
be fulfilled by filing by the Borrower of the applicable documents for public availability on the SEC’s Electronic Data Gathering
and Retrieval system; provided, that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the
posting of any such documents.


 


SECTION 5.02.
Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice
upon any Responsible Officer obtaining knowledge of the following:


 


(a)            the
occurrence of any Default;


 


(b)            the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the
Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
and


 


(c)            any
other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably
be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material
Adverse Effect.


 


Each notice delivered under
this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03.
Existence: Conduct of Business. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries)
to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights,
licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section 6.03.


 






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SECTION 5.04.
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including income
tax and other material tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result
in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof
is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.


 


SECTION 5.05.
Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial
Subsidiaries) to, (a) keep and maintain all property material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts
and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar
locations.


 


SECTION 5.06.
Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, keep books
of record and account in accordance with GAAP. The Borrower will, and will cause each other Obligor to, permit any representatives designated
by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during business hours, to
examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested, in each case, to the extent such inspection or requests
for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or contract;
provided that (i) the Borrower or such Obligor shall be entitled to have its representatives and advisors present during any
inspection of its books and records and (ii) unless an Event of Default shall have occurred and be continuing, the Borrower’s
obligation to reimburse any costs and expenses incurred by the Administrative Agent and the Lenders in connection with any such inspection
shall be limited to one inspection per calendar year.


 


SECTION 5.07.
Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations,
including the Investment Company Act, and orders of any Governmental Authority applicable to it or its property, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Without limiting
the generality of the foregoing, the Borrower will, and will cause its Subsidiaries to, conduct its business and other activities in compliance
in all material respects with the provisions of the Investment Company Act and any applicable rules, regulations or orders issued by the
Securities and Exchange Commission thereunder.


 


SECTION 5.08.
Certain Obligations Respecting Subsidiaries; Further Assurances.


 


(a)            Subsidiary
Guarantors. In the event that the Borrower or any the Subsidiary Guarantors shall form or acquire any new Subsidiary (other than a
Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or a Subsidiary of a Foreign Subsidiary) the Borrower will cause
such new Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security
Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers,
opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon
the Effective Date or as the Administrative Agent shall have reasonably requested.


 






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(b)            Ownership
of Subsidiaries. The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary
to ensure that each of its Subsidiaries is a wholly owned Subsidiary.


 


(c)            Further
Assurances. The Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time as shall reasonably
be requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement. Without limiting the generality
of the foregoing, the Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time (including
filing appropriate Uniform Commercial Code financing statements and executing and delivering such assignments, security agreements and
other instruments) as shall be reasonably requested by the Administrative Agent: (i) to create, in favor of the Collateral Agent
for the benefit of the Lenders (and any affiliate thereof that is a party to any Hedging Agreement entered into with the Borrower) and
the holders of any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness, perfected security interests and Liens in the
Collateral; provided that any such security interest or Lien shall be subject to the relevant requirements of the Security Documents,
(ii) in the case of any Portfolio Investment consisting of a Bank Loan (as defined in Section 5.13) that does not constitute
all of the credit extended to the underlying borrower under the relevant underlying loan documents and a Financing Subsidiary holds any
interest in the loans or other extensions of credit under such loan documents, (x) to cause such Financing Subsidiary to be party
to such underlying loan documents as a “lender” having a direct interest (or a participation not acquired from an Obligor)
in such underlying loan documents and the extensions of credit thereunder and (y) to ensure that all amounts owing to such Obligor
or Financing Subsidiary by the underlying borrower or other obligated party are remitted by such borrower or obligated party directly
to separate accounts of such Obligor and such Financing Subsidiary, (iii) in the event that any Obligor is acting as an agent or
administrative agent under any loan documents with respect to any Bank Loan that does not constitute all of the credit extended to the
underlying borrower under the relevant underlying loan documents, to ensure that all funds held by such Obligor in such capacity as agent
or administrative agent is segregated from all other funds of such Obligor and clearly identified as being held in an agency capacity
and (iv) to cause the closing sets and all executed amendments, consents, forbearances and other modifications and assignment agreements
relating to any Portfolio Investment and any other documents relating to any Portfolio Investment requested by the Collateral Agent, in
each case, to be held by the Collateral Agent or a custodian pursuant to the terms of a custodian agreement reasonably satisfactory to
the Collateral Agent.


 


SECTION 5.09.
Use of Proceeds. The Borrower will use the proceeds of the Loans only for general corporate purposes of the Borrower, including
the acquisition and funding (either directly or through one or more wholly-owned Subsidiaries) of leveraged loans, mezzanine loans,
high-yield securities, convertible securities, preferred stock, common stock and other Portfolio Investments; provided that neither
the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of
any Loan will be used in violation of (a) applicable law or, directly or indirectly, for the purpose, whether immediate, incidental
or ultimate, of buying or carrying any Margin Stock or (b) Section 3.16. Margin Stock shall be purchased by the Obligors
only with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock, or with the proceeds of equity capital of the
Borrower.


 






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SECTION 5.10.
Status of RIC and BDC. As of the date the Borrower is treated as a RIC under the Code, the Borrower shall at all times thereafter,
subject to applicable grace periods set forth in the Code, maintain its status as a RIC under the Code. The Borrower shall at all times
maintain its status as a “business development company” under the Investment Company Act.


 


SECTION 5.11.
Investment Policies. The Borrower shall at all times be in compliance in all material respects with its Investment Policies
(after giving effect to any Permitted Policy Amendments).


 


SECTION 5.12.
Portfolio Valuation and Diversification Etc.


 


(a)            Industry
Classification Groups. For purposes of this Agreement, the Borrower shall assign each Portfolio Investment to an Industry Classification
Group. To the extent that any Portfolio Investment is not correlated with the risks of other Portfolio Investments in an Industry Classification
Group, such Portfolio Investment may be assigned by the Borrower to an Industry Classification Group that is more closely correlated to
such Portfolio Investment. In the absence of any correlation, the Borrower shall be permitted, upon prior notice to the Administrative
Agent and each Lender, to create up to three additional industry classification groups for purposes of this Agreement.


 


(b)            Portfolio
Valuation Etc.


 


(i)            Settlement
Date Basis. For purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment
shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio
Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment
until such sale has settled); provided that no such investment shall be included as a Portfolio Investment to the extent it has
not been paid for in full.


 


(ii)            Determination
of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investments as follows:


 


(A)            Quoted
Investments - External Review. With respect to Portfolio Investments (including Cash Equivalents) for which market quotations
are readily available (each, a “Quoted Investment”), the Borrower shall, not less frequently than once each calendar
week, determine the market value of such Quoted Investments which shall, in each case, be determined in accordance with one of the following
methodologies (as selected by the Borrower):


 


(w)            in
the case of public and 144A securities, the average of the bid prices as determined by two Approved Dealers selected by the Borrower,


 






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(x)            in
the case of bank loans, the bid price as determined by one Approved Dealer selected by the Borrower,


 


(y)            in
the case of any Quoted Investment traded on an exchange, the closing price for such Quoted Investment most recently posted on such exchange,
and


 


(z)            in
the case of any other Quoted Investment, the fair market value thereof as determined by an Approved Pricing Service selected by the Borrower;
and


 


(B)            Unquoted
Investments- External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each,
an “Unquoted Investment”), the Borrower shall request an Approved Third-Party Appraiser to assist the Board of Directors
of the Borrower in determining the fair market value of such Unquoted Investment, as at the last day of two non-consecutive fiscal quarters
each calendar year in each case, and with respect to each calendar year, as selected by the Borrower in its sole discretion (with respect
to such Portfolio Investment) (each, a “Testing Quarter”); provided that:


 


(x)            the
Value of any such Unquoted Investment acquired shall be deemed to be equal to the cost of such Unquoted Investment until such time as
the fair market value of such Unquoted Investment is determined in accordance with the foregoing provisions of this sub-clause (B) as
at the last day of the next succeeding Testing Quarter with respect to such Portfolio Investment;


 


(y)            notwithstanding
the foregoing, the Board of Directors of the Borrower may, without the assistance of an Approved Third-Party Appraiser, determine the
fair market value of such Unquoted Investment so long as the aggregate Value thereof of all such Unquoted Investments so determined does
not at any time exceed 10% of the aggregate Borrowing Base, except that the fair market value of any Unquoted Investment that has been
determined without the assistance of an Approved Third-Party Appraiser as at the last day of any Testing Quarter with respect to such
Unquoted Investment shall be deemed to be zero as at the last day of the immediately succeeding Testing Quarter with respect to such Unquoted
Investment (but effective upon the date upon which the Borrowing Base Certificate for such last day is required to be delivered hereunder) if
an Approved Third-Party Appraiser has not assisted the Board of Directors of the Borrower in determining the fair market value of such
Unquoted Investments, as at such date; and


 


(z)            no Testing Quarter with respect to any Unquoted Investment shall end more than six months following the end of the immediately
preceding Testing Quarter for such Portfolio Investment.


 






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(C)           Internal
Review. The Borrower shall conduct internal reviews of all Portfolio Investments at least once each calendar week which shall take
into account any events of which any Responsible Officer of the Borrower has knowledge that adversely affect the value of the Portfolio
Investments. If the value of any Portfolio Investment as most recently determined by the Borrower pursuant to this Section 5.12(b)(ii)(C) is
lower than the value of such Portfolio Investment as most recently determined pursuant to Section 5.12(b)(ii)(A) and
(B), such lower value shall be deemed to be the “Value” of such Portfolio Investment for purposes hereof; provided
that the Value of any Portfolio Investment of the Borrower and its Subsidiaries shall be increased by the net unrealized gain as at the
date such Value is determined of any Hedging Agreement entered into to hedge risks associated with such Portfolio Investment and reduced
by the net unrealized loss as at such date of any such Hedging Agreement (such net unrealized gain or net unrealized loss, on any date,
to be equal to the aggregate amount receivable or payable under the related Hedging Agreement if the same were terminated on such date).


 


(D)           Failure
to Determine Values. If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the
requirements of the foregoing sub-clauses (A), (B) or (C), then the “Value” of such Portfolio Investment
as at such date shall be deemed to be zero.


 


(E)           Testing
of Values.


 


(x)            For
the second calendar month immediately following the end of each fiscal quarter (the last such fiscal quarter is referred to herein as,
the “Testing Period”), the Administrative Agent shall cause an Approved Third-Party Appraiser selected by the Administrative
Agent to value such number of Unquoted Investments (selected by the Administrative Agent) that collectively have an aggregate Value approximately
equal to the Calculation Amount. The Administrative Agent agrees to notify the Borrower of the Unquoted Investments selected by the Administrative
Agent to be tested in each Testing Period. If there is a difference between the Borrower’s valuation and the Approved Third-Party
Appraiser’s valuation of any Unquoted Investment, the Value of such Unquoted Investment for Borrowing Base purposes shall be established
as set forth in sub-clause (F) below.


 


(y)            For
the avoidance of doubt, the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent would not be as of, or
delivered at, the end of any fiscal quarter. Any such valuation would be as of the end of the second month immediately following any fiscal
quarter (the “Administrative Agent Appraisal Testing Period”) and would be reflected in the Borrowing Base Certificate
for such month (provided that such Approved Third-Party Appraiser delivers such valuation at least seven Business Days before the
20th day after the end of the applicable monthly accounting period and, if such valuation is delivered after such time, it
shall be included in the Borrowing Base Certificate for the following monthly period and applied to the then applicable balance of the
related Portfolio Investment). For illustrative purposes, if the given fiscal quarter is the fourth quarter ending on December 31,
2021, then (A) the Administrative Agent would initiate the testing of Values (using the December 31, 2021 Values) for purposes
of determining the scope of the testing under clause (E)(x) during the month of February with the anticipation of receiving
the valuations from the applicable Approved Third-Party Appraiser(s) on or after February 28, 2022 and (B)(xx) if such
valuations were received before the seventh Business Day before March 20, 2022, such valuations would be included in the March 20,
2022 Borrowing Base Certificate covering the month of February, or (yy) if such valuations were received after such time, they would be
included in the April 20, 2022 Borrowing Base Certificate for the month of March.


 






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For the avoidance of doubt, all calculations
of value pursuant to this Section 5.12(b)(ii)(E) shall be determined without application of the Advance Rates.


 


(F)            Valuation
Dispute Resolution. Notwithstanding the foregoing, the Administrative Agent shall at any time have the right to request, in its reasonable
discretion, any Unquoted Investment be independently valued by an Approved Third-Party Appraiser selected by the Administrative Agent.
There shall be no limit on the number of such appraisals requested by the Administrative Agent and the costs of any such valuation shall
be at the expense of the Borrower. If the difference between the Borrower’s valuation pursuant to Section 5.12(b)(ii)(B) and
the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent pursuant to Section 5.12(b)(ii)(E) or
(F) is (1) less than 5% of the value thereof, then the Borrower’s valuation shall be used, (2) between 5%
and 20% of the value thereof, then the valuation of such Portfolio Investment shall be the average of the value determined by the Borrower
and the value determined by the Approved Third-Party Appraiser retained by the Administrative Agent and (3) greater than 20% of the
value thereof, then the Borrower and the Administrative Agent shall select an additional Approved Third-Party Appraiser and the valuation
of such Portfolio Investment shall be the average of the three valuations (with the Administrative Agent’s Approved Third-Party
Appraiser’s valuation to be used until the third valuation is obtained).


 


(c)            RIC
Diversification Requirements. The Borrower will, and will cause its Subsidiaries (other than Financing Subsidiaries that are exempt
from the Investment Company Act) at all times to, subject to applicable grace periods set forth in the Code, comply with the portfolio
diversification requirements set forth in the Code applicable to RICs, to the extent applicable.


 


SECTION 5.13.
Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined,
as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment (excluding any Cash Collateral
held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a)); provided
that:


 






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(a)            the
Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations or
other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 7.5% of Shareholders’
Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances to,
Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the Portfolio
Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 7.5% figure shall be increased
to 10%;


 


(b)            the
Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group exceeding
15% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments
in, and advances to, Financing Subsidiaries) shall be 0%;


 


(c)            the
Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group
that exceeds 25% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate amount
of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, with respect to the Portfolio Investments
in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent such 25% figure shall
be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 30% of the
Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;


 


(d)            no
Portfolio Investment may be included in the Borrowing Base unless the Collateral Agent maintains a first priority, perfected Lien (subject
to Permitted Liens) on such Portfolio Investment and such Portfolio Investment has been Delivered (as defined in the Guarantee and Security
Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated
therein;


 


(e)            the
portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine Investments,
Equity Interests and Non-Performing Portfolio Investments shall not exceed 20%;


 


(f)            the
portion of the Borrowing Base attributable to Equity Interests shall not exceed 10% (it being understood that in no event shall Equity
Interests of Financing Subsidiaries be included in the Borrowing Base);


 


(g)            the
portion of the Borrowing Base attributable to Non-Performing Portfolio Investments shall not exceed 10% and the portion of the Borrowing
Base attributable to Portfolio Investments that were Non-Performing Portfolio Investments at the time such Portfolio Investments were
acquired shall not exceed 5%;


 


(h)            the
portion of the Borrowing Base attributable to Portfolio Investments invested outside the United States, Canada, the United Kingdom, Australia,
Germany, France, Belgium, the Netherlands, Luxembourg, Switzerland, Denmark, Finland, Norway and Sweden shall not exceed 5% without the
consent of the Administrative Agent;


 






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(i)            at
any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 200%, but less
than 225%, the portion of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not
exceed 62.5%; and


 


(j)            at
any time the Borrower Asset Coverage Ratio as of the end of the most recent fiscal quarter is greater than or equal to 225%, the portion
of the Borrowing Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 67.5%.


 


As used herein, the following terms have the following
meanings:


 


“Advance Rate”
means, as to any Portfolio Investment and subject to adjustment as provided in this Section 5.13, the following percentages
with respect to such Portfolio Investment:


 


	Portfolio Investment	 	Quoted	 	 	Unquoted	 
	Cash, Cash Equivalents and 
Short-Term U.S. Government Securities	 	 	100	%	 	 	
N/A	 
	Long-Term U.S. Government Securities	 	 	95	%	 	 	N/A	 
	Performing First Lien Bank Loans	 	 	85	%	 	 	75	%
	Performing Unitranche Loans	 	 	80	%	 	 	70	%
	Performing Second Lien Bank Loans	 	 	75	%	 	 	65	%
	Performing Cash Pay High Yield Securities	 	 	70	%	 	 	60	%
	Performing Cash Pay Mezzanine Investments	 	 	65	%	 	 	55	%
	Performing Non-Cash Pay High Yield Securities	 	 	60	%	 	 	50	%
	Performing Non-Cash Pay Mezzanine Investments	 	 	55	%	 	 	45	%
	Non-Performing First Lien Bank Loans	 	 	45	%	 	 	45	%
	Non-Performing Unitranche Loans	 	 	40	%	 	 	40	%
	Non-Performing Second Lien Bank Loans	 	 	40	%	 	 	30	%
	Non-Performing High Yield Securities	 	 	30	%	 	 	30	%
	Non-Performing Mezzanine Investments	 	 	30	%	 	 	25	%
	Performing Common Equity (and zero cost or 
penny warrants with performing debt)	 	 	30	%	 	 	20	%
	Non-Performing Common Equity	 	 	0	%	 	 	0	%
	Structured Finance Obligations and Finance Leases	 	 	0	%	 	 	0	%



 


“Bank Loans”
means debt obligations (including term loans, notes, revolving loans, debtor-in-possession financings, the funded and unfunded portion
of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans and senior subordinated
loans) which are generally under a loan or credit facility (whether or not syndicated) or note purchase agreement.


 






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“Capital Stock”
of any Person means any and all shares of corporate stock (however designated) of and any and all other Equity Interests and participations
representing ownership interests (including membership interests and limited liability company interests) in, such Person.


 


“Cash” has
the meaning assigned to such term in Section 1.01.


 


“Cash Equivalents”
has the meaning assigned to such term in Section 1.01.


 


“Finance Lease”
means any transaction representing the obligation of a lessee to pay rent or other amounts under a lease which is required to be classified
and accounted for as a capital lease on the balance sheet of such lessee under GAAP.


 


“First Lien Bank Loan”
means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest (subject to Liens for
 “ABL” revolvers and customary encumbrances) on a substantial portion of the assets of the respective borrower and guarantors
obligated in respect thereof; provided that any First Lien Bank Loan that is also a First Lien First Out Bank Loan shall be treated
for purposes of determining the applicable Advance Rate as a Unitranche Loan; provided, further, that the Advance Rate of any First
Lien Bank Loan that is also a Unitranche Loan shall be determined in accordance with the definition of Unitranche Loan.


 


“First Lien First Out
Bank Loan” means a First Lien Bank Loan with a ratio of first lien debt to EBITDA that exceeds 5.25 to 1.00, and where the underlying
borrower does not also have a Second Lien Bank Loan outstanding.


 


“High Yield Securities”
means debt Securities and Preferred Stock, in each case (a) issued by public or private issuers, (b) issued pursuant to an effective
registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) or other exemption
to the Securities Act and (c) that are not Cash Equivalents, Mezzanine Investments or Bank Loans.


 


“Long-Term U.S. Government
Securities” means U.S. Government Securities maturing more than one year from the applicable date of determination.


 


“Mezzanine Investments”
means debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) and
Preferred Stock, in each case (a) issued by public or private issuers, (b) issued without registration under the Securities
Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are
not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer.


 


“Non-Performing Common
Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer having any debt outstanding that is non-Performing.


 


“Non-Performing First
Lien Bank Loans” means First Lien Bank Loans other than Performing First Lien Bank Loans.


 






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“Non-Performing High
Yield Securities” means High Yield Securities other than Performing High Yield Securities.


 


“Non-Performing Mezzanine
Investments” means Mezzanine Investments other than Performing Mezzanine Investments.


 


“Non-Performing Portfolio
Investment” means Portfolio Investments for which the issuer is in default of any payment obligations of principal or interest
in respect thereof after the expiration of any applicable grace period.


 


“Non-Performing Second
Lien Bank Loans” means Second Lien Bank Loans other than Performing Second Lien Bank Loans.


 


“Non-Performing Unitranche
Loans” means Unitranche Loans other than Performing Unitranche Loans.


 


“Performing”
means (a) with respect to any Portfolio Investment that is debt, the issuer of such Portfolio Investment is not in default of any
payment obligations in respect thereof after the expiration of any applicable grace period and (b) with respect to any Portfolio
Investment that is Preferred Stock, the issuer of such Portfolio Investment has not failed to meet any scheduled redemption obligations
or to pay its latest declared cash dividend, after the expiration of any applicable grace period.


 


“Performing Cash Pay
High Yield Securities” means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds
of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual
period (as applicable) is payable in cash and (b) which are Performing.


 


“Performing Cash Pay
Mezzanine Investments” means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds
of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or
annual period (as applicable) is payable in cash and (b) which are Performing.


 


“Performing Common
Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer all of whose outstanding debt is Performing.


 


“Performing First Lien
Bank Loans” means First Lien Bank Loans which are Performing.


 


“Performing Non-Cash
Pay High Yield Securities” means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.


 


“Performing Non-Cash
Pay Mezzanine Investments” means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.


 


“Performing Second
Lien Bank Loans” means Second Lien Bank Loans which are Performing.


 






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“Performing Unitranche
Loans” means Unitranche Loans which are Performing.


 


“Preferred Stock,”
as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that
ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution
or winding up of such Person, to any shares (or other interests) of other Capital Stock of such Person, and shall include, without
limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Capital Stock; provided
that such Preferred Stock (i) pays a cash dividend on a monthly or quarterly basis and (ii) has a maturity date or is subject
to mandatory redemption on a date certain that is not greater than ten (10) years from the date of initial issuance of such Preferred
Stock.


 


“Second Lien Bank Loan”
means a Bank Loan that is entitled to the benefit of a second lien and second priority perfected security interest (subject to customary
encumbrances) on specified assets of the respective Borrower and guarantors obligated in respect thereof.


 


“Securities”
means common and preferred stock, units and participations, member interests in limited liability companies, partnership interests in
partnerships, notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, including debt
instruments of public and private issuers and tax-exempt securities (including warrants, rights, put and call options and other options
relating thereto, representing rights, or any combination thereof) and other property or interests commonly regarded as securities
or any form of interest or participation therein, but not including Bank Loans.


 


“Securities Act”
means the United States Securities Act of 1933, as amended.


 


“Short-Term U.S. Government
Securities” means U.S. Government Securities maturing within one year of the applicable date of determination.


 


“Structured Finance
Obligation” means any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing
ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgaged-backed
securities. For the avoidance of doubt, if an obligation satisfies the definition of “Structured Finance Obligation”, such
obligation shall not (a) qualify as any other category of Portfolio Investment and (b) be included in the Borrowing Base.


 


“U.S. Government Securities”
has the meaning assigned to such term in Section 1.01.


 


“Unitranche Loan”
means a Bank Loan that is a First Lien Bank Loan, a portion of which is, in effect, subject to debt subordination and superpriority rights
of other lenders following an event of default (such portion, a “last out” portion); provided that, the aggregate principal
amount of the “last out” portion of such Bank Loan is at least 50% of the aggregate principal amount of any “first out”
portion of such Bank Loan; provided, further, that the underlying obligor with respect to such Bank Loan shall have a ratio of
first lien debt (including the “first out” portion of such Bank Loan, but excluding the “last out” portion of
such Bank Loan) to EBITDA that does not exceed 3.25 to 1.00 and a ratio of aggregate first lien debt (including both the “first
out” portion and the “last out” portion of such Bank Loan) to EBITDA that does not exceed 5.25 to 1.00. An Obligor’s
investment in (i) the “last out” portion of a Unitranche Loan shall be treated as a Unitranche Loan; (ii) the “first
out” portion of a Unitranche Loan shall be treated as a First Lien Bank Loan; and (iii) any “last out” portion
of a Unitranche Loan that does not meet the foregoing first lien debt to EBITDA criteria set forth in this definition shall be treated
as a Second Lien Bank Loan, in each case, for purposes of determining the applicable Advance Rate for such Portfolio Investment under
this Agreement.


 






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“Value” means,
with respect to any Portfolio Investment, the lower of:


 


(i) the most
recent internal market value as determined pursuant to Section 5.12(b)(ii)(C) and


 


(ii) the most
recent external market value as determined pursuant to Section 5.12(b)(ii)(A) and (B).


 


ARTICLE VI


 


NEGATIVE
COVENANTS


 


Until the Commitments have expired
or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of
Credit have expired, been terminated, Cash Collateralized or backstopped and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:


 


SECTION 6.01.
Indebtedness. Subject to the last sentence of this Section 6.01, the Borrower will not, nor will it permit any
of the Subsidiary Guarantors to, create, incur, assume or permit to exist any Indebtedness, except:


 


(a)            Indebtedness
created hereunder or under any other Loan Document;


 


(b)            Secured
Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness so long as (i) no Default exists at the time of the incurrence thereof,
(ii) the aggregate amount of such Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness, taken together with other
then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(c) and
(d), and (iii) prior to and immediately after giving effect to the incurrence of any Secured Longer-Term Indebtedness or Unsecured
Longer-Term Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect;


 


(c)            Other
Permitted Indebtedness;


 


(d)            Guarantees
of Indebtedness otherwise permitted hereunder;


 


(e)            Indebtedness
of any Obligor owing to any other Obligor or, if such Indebtedness is subject to subordination terms and conditions that are satisfactory
to the Administrative Agent, any other Subsidiary of the Borrower;


 


(f)            [Reserved];


 






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(g)            repurchase
obligations arising in the ordinary course of business with respect to U.S. Government Securities;


 


(h)            obligations
payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business;


 


(i)            Secured
Shorter-Term Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount
(determined at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed the greater of (A) $20,000,000
and (B) 5% of Borrower Net Worth, (iii) the aggregate amount of such Indebtedness, taken together with other then-outstanding
Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(c) and (d), and
(iv) prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount does not or
would not exceed the Borrowing Base then in effect;


 


(j)            obligations
(including Guarantees) in respect of Standard Securitization Undertakings;


 


(k)            Permitted
SBIC Guarantees;


 


(l)            [Reserved];
and


 


(m)            Unsecured
Shorter-Term Indebtedness (other than Special Unsecured Indebtedness that would otherwise constitute Unsecured Shorter-Term Indebtedness)
so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount (determined at the time of
the incurrence of such Indebtedness) of such Indebtedness does not exceed $500,000,000, (iii) the aggregate amount (determined
at the time of the incurrence of such Indebtedness) of such Indebtedness, taken together with then-outstanding Special Unsecured
Indebtedness incurred pursuant to Section 6.01(n), does not exceed $1,000,000,000, (iv) the aggregate amount of such
Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions
of Section 6.07(c) and (d), and (v) prior to and immediately after giving effect to the incurrence of any
such Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect;


 


(n)            Special
Unsecured Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount (determined
at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed $1,000,000,000, (iii) the aggregate
amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness, taken together with then-outstanding Unsecured
Shorter-Term Indebtedness incurred pursuant to Section 6.01(m), does not exceed $1,000,000,000, (iv) the aggregate amount
of such Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the
provisions of Section 6.07(c) and (d), and (v) prior to and immediately after giving effect to the incurrence
of any such Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect;


 


(o)            Indebtedness
incurred pursuant to the Revolving Promissory Note; and


 






    	 	105	Revolving Credit Agreement



     


    

 


(p)            other
Indebtedness not to exceed the greater of (i) $25,000,000 and (ii) 5% of Borrower Net Worth at any time outstanding.


 


SECTION 6.02.
Liens. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof except:


 


(a)            any
Lien on any property or asset of the Borrower existing on the Effective Date and set forth in Part B of Schedule 3.11;
provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of the Subsidiary Guarantors,
and (ii) any such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;


 


(b)            Liens
created pursuant to this Agreement (including Section 2.19) or any of the Security Documents (including Liens in favor of
the Designated Indebtedness Holders (as defined in the Guarantee and Security Agreement));


 


(c)            [Reserved];


 


(d)            Liens
on Special Equity Interests included in the Portfolio Investments of the Borrower but only to the extent securing obligations in the manner
provided in the definition of “Special Equity Interests” in Section 1.01;


 


(e)            Liens
securing Indebtedness or other obligations in an aggregate principal amount not exceeding the greater of (i) $25,000,000 and (ii) 5%
of Borrower Net Worth at any one time outstanding (which may cover Portfolio Investments, but only to the extent released from the Lien
in favor of the Collateral Agent pursuant to Section 10.03 of the Guarantee and Security Agreement), so long as at the time of incurrence
of such Indebtedness or other obligations, the aggregate amount of Indebtedness permitted under clauses (a), (b), (i),
(m) and (n) of Section 6.01, does not exceed the lesser of (i) the Borrowing Base and (ii) the
amount required to comply with the provisions of Section 6.07(c) and (d);


 


(f)            Permitted
Liens;


 


(g)            Liens
on Equity Interests in any SBIC Subsidiary created in favor of the SBA;


 


(h)            [Reserved];


 


(i)            (x) Liens
securing Hedging Agreements permitted under Section 6.04(c) and not otherwise permitted under clause (b) above
in an aggregate amount not to exceed $15,000,000 at any time and (y) Liens incurred in connection with any Hedging Agreement either
entered into with a Lender (or an Affiliate of a Lender) on an uncleared basis or cleared through a Lender (or Affiliate of a Lender)
as futures commission merchant in the ordinary course of business and not for speculative purposes (it being understood that such Lien
shall continue to be permitted pursuant to this sub-clause (y) even if such Lender has assigned all of its Loans and other
interests in this Agreement and thus has ceased to be a Lender hereunder); provided that in no event shall any Obligor
be permitted to create, incur or assume any Lien pursuant to this clause (i) or increase the aggregate amount of collateral
securing any Liens previously permitted under this clause (i)  unless both before and after giving effect to
the creation, incurrence or assumption of such Lien or such increase in the aggregate amount of collateral securing such Lien the Covered
Debt Amount does not exceed the Borrowing Base (after giving effect to the exclusion of all such collateral from the Borrowing Base);
and


 






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(j)            Liens
securing repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities.


 


SECTION 6.03.
Fundamental Changes. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, enter into any
transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve or divide itself (or suffer any liquidation,
dissolution or division). The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, acquire any business or
property from, or capital stock of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio
Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in
violation of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any of the
Subsidiary Guarantors to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions,
any part of its assets, whether now owned or hereafter acquired, but excluding (x) assets (other than Portfolio Investments) sold
or disposed of in the ordinary course of business (including to make expenditures of cash in the normal course of the day-to-day business
activities of the Borrower and its Subsidiaries) and (y) subject to the provisions of clauses (d) and (e) below,
Portfolio Investments.


 


Notwithstanding the foregoing
provisions of this Section:


 


(a)            any
Subsidiary Guarantor may be merged or consolidated with or into any other Subsidiary Guarantor; provided that if any such transaction
shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing
or surviving entity;


 


(b)            any
Subsidiary Guarantor of the Borrower may sell, lease, transfer (including a deemed transfer resulting from a division or plan of division)
or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary
Guarantor of the Borrower;


 


(c)            the
capital stock of any Subsidiary of the Borrower may be sold, transferred (including a deemed transfer resulting from a division or plan
of division) or otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower;


 


(d)            the
Obligors may sell, transfer (including a deemed transfer resulting from a division or plan of division) or otherwise dispose of Portfolio
Investments (other than to a Financing Subsidiary) so long as after giving effect to such sale, transfer or other disposition (and any
concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness
that is included in the Covered Debt Amount at such time) the Covered Debt Amount does not exceed the Borrowing Base;


 






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(e)            the
Obligors may sell, transfer (including a deemed transfer resulting from a division or plan of division) or otherwise dispose of Portfolio
Investments to a Financing Subsidiary so long as (i) after giving effect to such sale, transfer or other disposition (and any concurrent
acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is
included in the Covered Debt Amount at such time) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers
to the Administrative Agent a certificate of a Financial Officer to such effect and (ii) either (x) the amount by which the
Borrowing Base exceeds the Covered Debt Amount immediately prior to such release is not diminished as a result of such release or (y) the
Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount;


 


(f)            the
Borrower may merge or consolidate with, or acquire all or substantially all of the assets of, any other Person (including any Subsidiary
Guarantor) so long as (i) the Borrower is the continuing or surviving entity in such transaction and (ii) at the time thereof
and after giving effect thereto, no Default shall have occurred or be continuing; provided that, in no event shall the Borrower
enter in any transaction of merger or consolidation or amalgamation, or effect any internal reorganization, if the surviving entity would
be organized under any jurisdiction other than a jurisdiction of the United States; and


 


(g)            the
Borrower and each of the Subsidiary Guarantors may sell, lease, transfer (including a deemed transfer resulting from a division or plan
of division) or otherwise dispose of equipment or other property or assets that do not consist of Portfolio Investments so long as the
aggregate amount of all such sales, leases, transfer and dispositions does not exceed $5,000,000 in any fiscal year.


 


SECTION 6.04.
Investments. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, acquire, make or enter into,
or hold, any Investments except:


 


(a)            operating
deposit accounts with banks;


 


(b)            Investments
by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors;


 


(c)            Hedging
Agreements entered into in the ordinary course of the Borrower’s financial planning and not for speculative purposes;


 


(d)            Portfolio
Investments by the Obligors to the extent such Portfolio Investments are permitted under the Investment Company Act and the Borrower’s
Investment Policies as in effect as of the date such Portfolio Investments are acquired;


 


(e)            Investments
in Financing Subsidiaries so long as, (i) after giving effect to such Investment, either (A) the amount by which the Borrowing
Base exceeds the Covered Debt Amount immediately prior to such Investment is not diminished as a result of such Investment or (B) the
Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount and (ii) the sum of
(x) all Investments under this clause (e) that occur after the Commitment Termination Date and (y) all Investments
under clause (f) below that occur after the Commitment Termination Date, shall not exceed (A) $10,000,000 in the aggregate
or (B) so long as the ratio obtained by dividing the Borrowing Base by the Covered Debt Amount after giving effect to any Investment
under this clause (e) (together with any related disposition under Section 6.03(e) and any mandatory prepayment
under Section 2.10(d)(i)) is greater than or equal to the ratio obtained by dividing the Borrowing Base by the Covered Debt
Amount (immediately prior to such Investment), $25,000,000 in the aggregate;


 






    	 	108	Revolving Credit Agreement



     


    

 


(f)            additional
Investments up to but not exceeding $15,000,000 in the aggregate; provided that no Investments shall be permitted under this clause
(f) following the Commitment Termination Date upon the sum of (x) all Investments under this clause (f) that
occur after the Commitment Termination Date and (y) all Investments under clause (e) above that occur after the Commitment
Termination Date, equaling or exceeding $10,000,000 in the aggregate;


 


(g)            Investments
in Cash and Cash Equivalents;


 


(h)            Investments
described on Schedule 3.12(b);


 


(i)            [Reserved];


 


(j)            Investments
in the form of Guarantees permitted pursuant to Section 6.01; and


 


(k)            Joint
Venture Investments to the extent that such Joint Venture Investments are permitted under the Investment Company Act and the Borrower’s
Investment Policies as in effect as of the date such Joint Venture Investments are acquired; provided that no Obligor shall be
permitted to make an Investment in a Joint Venture Investment that is a Non-Performing Joint Venture Investment under this Section 6.04
unless, after giving effect to such Investment, the Covered Debt Amount does not exceed the Borrowing Base.


 


For purposes of clause (f) of
this Section, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash,
together with the aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives
rise to such Investment minus (B) the aggregate amount of dividends, distributions or other payments received in cash in respect
of such Investment; provided that in no event shall the aggregate amount of such Investment be deemed to be less than zero; the
amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased by any increase
in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise
paid out.


 


SECTION 6.05.
Restricted Payments. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, declare or make, or
agree to pay or make, directly or indirectly, any Restricted Payment, except that the Borrower may declare and pay:


 


(a)            dividends
with respect to the capital stock of the Borrower payable solely in additional shares of the Borrower’s common stock;


 






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(b)            dividends
and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in any
taxable year of the Borrower in amounts not to exceed the amount that is determined in good faith by the Borrower to be required to (i) maintain
the status of the Borrower as a RIC for U.S. federal income tax purposes, and (ii) avoid federal excise taxes for such taxable year
imposed by Section 4982 of the Code;


 


(c)            dividends
and distributions in each case in cash or other property (excluding for this purpose the Borrower’s common stock) in addition
to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such
Restricted Payment and after giving effect thereto:


 


(i)            no
Default shall have occurred and be continuing or would result therefrom; and


 


(ii)            the
aggregate amount of Restricted Payments made during any taxable year of the Borrower after the Effective Date under this clause (c) shall
not exceed the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under
section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus
(y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) (whether
in respect of such taxable year or the previous taxable year) based upon the Borrower’s estimate of taxable income exceeded
the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable
year.


 


(d)            other
Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto (x) the Covered
Debt Amount does not exceed 90% of the Borrowing Base and (y) no Default shall have occurred and be continuing or would result therefrom
and (ii) on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing
Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment.
For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Quoted Investments shall be the most recent
quotation available for such Quoted Investment and (B) the fair market value of Unquoted Investments shall be the Value set forth
in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d);
provided that the Borrower shall reduce the Value of any Unquoted Investment to the extent necessary to take into account
any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment.


 


Nothing herein shall be deemed
to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.


 


SECTION 6.06.
Certain Restrictions on Subsidiaries. The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to
enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits
or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness,
the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or
other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures,
agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would
not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents
or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements,
instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien
permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale,
other disposition or Lien.


 






    	 	110	Revolving Credit Agreement



     


    

 






 


SECTION 6.07.
Certain Financial Covenants.


 


(a)          Minimum
Shareholders’ Equity. The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower
to be less than the greater of (i) 30% of the value of the assets of the Borrower and its Subsidiaries and (ii) $68,650,000,
plus 50% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Effective Date (other
than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).


 


(b)            Minimum
Borrower Net Worth. The Borrower will not permit Borrower Net Worth at the last day of any fiscal quarter of the Borrower to be less
than $68,650,000.


 


(c)            Borrower
Asset Coverage Ratio. The Borrower will not permit the Borrower Asset Coverage Ratio at the last day of any fiscal quarter to be less
than 200% at any time.


 


(d)            Consolidated
Asset Coverage Ratio. The Borrower will not permit the Consolidated Asset Coverage Ratio at the last day of any fiscal quarter of
the Borrower to be less than 150% at any time.


 


(e)            Liquidity
Test. The Borrower will not permit (a) the sum of (i) the aggregate Value of the Portfolio Investments that are Cash (excluding
Cash Collateral for outstanding Letters of Credit) or that can be converted to Cash in fewer than 10 Business Days without more than a
5% change in price, plus (ii) the aggregate amount of Relevant Available Funds that can be converted to Cash in fewer than
10 Business Days, to be less than (b) 10% of the Covered Debt Amount, for more than 30 consecutive Business Days during any period
when the Adjusted Covered Debt Balance is greater than 90% of the Adjusted Borrowing Base.


 


SECTION 6.08.
Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to enter into any transactions
with any of its Affiliates, even if otherwise permitted under this Agreement, except (a) transactions in the ordinary course of business
at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary (other than a SBIC Subsidiary) than could
be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries
not involving any other Affiliate, (c) Restricted Payments permitted by Section 6.05, (d) the transactions provided
in the Affiliate Agreements, (e) transactions described on Schedule 6.08, (f) any Investment that results in the creation
of an Affiliate (g) co-investment transactions with any Affiliate as and to the extent permitted by the exemptive order issued by
the SEC to the External Adviser on February 7, 2017, or otherwise permitted pursuant to applicable SEC guidance including, without
limitation, the exemptive order (Release No. 33837) issued by the SEC on April 8, 2020 and applicable to all “business
development companies” and SEC guidance related thereto or (h) transactions between or among the Obligors and any SBIC Subsidiary
or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment Company Act) company
of an Obligor at prices and on terms and conditions, taken as a whole, not materially less favorable to the Obligors than could be obtained
at the time on an arm’s-length basis from unrelated third parties.


  



    		111	Revolving Credit Agreement



     


    




  


SECTION 6.09.
Lines of Business. The Borrower will not, nor will it permit any of its Subsidiaries (other than Immaterial Subsidiaries)
to, engage to any material extent in any business other than in accordance with its Investment Policies. The Borrower will not, nor will
it permit any of its Subsidiaries to amend or modify the Investment Policies (other than a Permitted Policy Amendment).


 


SECTION 6.10.
No Further Negative Pledge. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, enter into any
agreement, instrument, deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist
any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security
for an obligation if security is granted for another obligation, except the following: (a) this Agreement, the other Loan Documents
and documents with respect to Indebtedness permitted under Section 6.01(b), (i), (m) or (n); (b) covenants
in documents creating Liens permitted by Section 6.02 (including covenants with respect to the Designated Obligations or Designated
Indebtedness Holders under (and, in each case, as defined in) the Security Documents) prohibiting further Liens on the assets encumbered
thereby; (c) customary restrictions contained in leases not subject to a waiver; (d) any such agreement that imposes restrictions
on investments or other interests in Financing Subsidiaries (but no other assets of any Obligor); (e) any such agreement that imposes
restrictions on Liens in Joint Venture Investments (solely to the extent such restrictions relate to Joint Venture Investments); and (f) any
other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral
securing the “Secured Obligations” under and as defined in the Guarantee and Security Agreement and does not require the direct
or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property
of any Obligor to secure the Loans or any Hedging Agreement.


 


SECTION 6.11.
Modifications of Longer-Term Indebtedness Documents. The Borrower will not, and will not permit any other Obligor to, consent
to any modification, supplement or waiver of:


 


(a)            any
of the provisions of any agreement, instrument or other document evidencing or relating to any Secured Longer-Term Indebtedness or Unsecured
Longer-Term Indebtedness that would result in such Indebtedness not meeting the requirements of the definition of “Secured Longer-Term
Secured Indebtedness” and “Unsecured Longer-Term Indebtedness”, as applicable, set forth in Section 1.01
of this Agreement, unless (i) in the case of Secured Longer Term Indebtedness, such Indebtedness would have been permitted to be
incurred as Secured Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the Borrower so designates such
Indebtedness as “Secured Shorter-Term Indebtedness” (whereupon such Indebtedness shall be deemed to constitute “Secured
Shorter-Term Indebtedness” for all purposes of this Agreement) and (ii) in the case of Unsecured Longer-Term Indebtedness,
such Indebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness at the time of such modification, supplement
or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-Term Indebtedness” (whereupon such Indebtedness
shall be deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement); or


 






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(b)            any
of the Affiliate Agreements, unless such modification, supplement or waiver is not materially less favorable to the Borrower than could
be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative
Agent (with the approval of the Required Lenders).


 


SECTION 6.12.
Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase,
redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase,
redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on, or any
other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness
(other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness
with Indebtedness permitted under Section 6.01), except for:


 


(a)            regularly
scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing
such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes;
(x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment
on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof
shall be permitted under this clause (a));


 


(b)            so
long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for purposes of Section 6.05(d),
would be permitted to be made pursuant to the provisions set forth in Section 6.05(d);


 


(c)            voluntary
payments or prepayments of Secured Longer-Term Indebtedness, so long as both before and after giving effect to such voluntary payment
or prepayment (i) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.07 and
(ii) no Default shall exist or be continuing;


 


(d)            mandatory
payments, required prepayments or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness or Special
Unsecured Indebtedness in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any
conversion at the option of any holder of such convertible notes pursuant to the conversion features thereunder), so long as both before
and after giving effect to such payment (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount
does not exceed 90% of the Borrowing Base; and


  






    		113	Revolving Credit Agreement



     


    

  


(e)            payments
or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness solely from the
proceeds of any issuance of Equity Interests, so long as both before and after giving effect to such payment (i) no Default shall
exist or be continuing and (ii) the Covered Debt Amount does not exceed 90% of the Borrowing Base.


 


SECTION 6.13.
Accounting Changes. The Borrower will not, nor will it permit any of its Subsidiaries to, make any change in (a) accounting
policies or reporting practices, except as permitted under GAAP or required by law or rule or regulation of any Governmental Authority,
or (b) its fiscal year.


 


SECTION 6.14.
SBIC Guarantee. The Borrower will not, nor will it permit any of its Subsidiaries to, cause or permit the occurrence of
any event or condition that would result in any recourse to any Obligor under any Permitted SBIC Guarantee.


 


ARTICLE VII


 


EVENTS
OF DEFAULT


 


If any of the following events
(“Events of Default”) shall occur and be continuing:


 


(a)            the
Borrower shall (i) fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) fail
to deposit any amount into the Letter of Credit Collateral Account as required by Section 2.09(a) on the Commitment Termination
Date;


 


(b)            the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of five or more Business Days;


 


(c)            any
representation, warranty or certification made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection
with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or
modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect;


 


(d)            the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.03 (with respect
to the Borrower’s existence) or Sections 5.08(a) and (b) or in Article VI or any Obligor
shall default in the performance of any of its obligations contained in Sections 3 and 7 of the Guarantee and Security Agreement
or (ii) Sections 5.01(e) and (f) or 5.02 and such failure shall continue unremedied for a period
of five or more days after notice thereof by the Administrative Agent (given at the request of any Lender) to the Borrower;


  



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(e)            a
Borrowing Base Deficiency shall occur and continue unremedied for a period of five or more Business Days after delivery of a Borrowing
Base Certificate demonstrating such Borrowing Base Deficiency pursuant to Section 5.01(e); provided that it shall not
be an Event of Default hereunder if the Borrower shall present the Administrative Agent with a reasonably feasible plan acceptable to
the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business
Day period shall include the five Business Days permitted for delivery of such plan), so long as such Borrowing Base Deficiency is cured
within such 30-Business Day period;


 


(f)            the
Borrower or any Obligor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement
(other than those specified in clause (a), (b), (d), (e) or (r) of this Article) or any other
Loan Document and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative
Agent (given at the request of any Lender) to the Borrower;


 


(g)            the
Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and payable, taking into account any applicable grace period;


 


(h)            any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or shall continue unremedied
for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity (for the avoidance of doubt, other than as permitted under Section 6.12
and that is not a result of a breach, default or other violation or failure in respect of such Material Indebtedness by the Borrower or
any of its Subsidiaries after giving effect to any applicable grace period); provided that this clause (h) shall not
apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness; or (2) convertible debt that becomes due as a result of a conversion or redemption event, other than as a result
of an “event of default” (as defined in the documents governing such convertible Material Indebtedness);


 


(i)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries
(other than Immaterial Subsidiaries) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed and unstayed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall
be entered;


 






    		115	Revolving Credit Agreement



     


    

 


(j)            the
Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries (other than
Immaterial Subsidiaries) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing;


  


(k)            the
Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;


 


(l)            one
or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 shall be rendered against the Borrower or any
of its Subsidiaries (other than Immaterial Subsidiaries) or any combination thereof and the same shall remain undischarged for a period
of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) to enforce any such
judgment;


 


(m)            an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected
to result in a Material Adverse Effect;


 


(n)            a
Change in Control shall occur;


 


(o)            [Reserved];


 


(p)            the
Liens created by the Security Documents shall, at any time with respect to Portfolio Investments having an aggregate Value in excess of
5% of the aggregate Value of all Portfolio Investments, not be valid and perfected (to the extent perfection by filing, registration,
recordation, possession or control is required herein or therein) in favor of the Administrative Agent, free and clear of all other
Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents) except to the extent that
any such loss of perfection results from the failure of the Collateral Agent to maintain possession of the certificates representing the
securities pledged under the Loan Documents;


 


(q)            except
for expiration in accordance with its terms, any of the Loan Documents shall for whatever reason be terminated or cease to be in full
force and effect in any material respect, or the enforceability thereof shall be contested by the Borrower or any other Obligor;


 


(r)            the
Obligors shall at any time, without the consent of the Required Lenders fail to comply with the covenant contained in Section 5.11,
and such failure shall continue unremedied for a period of 30 or more days after the earlier of notice thereof by the Administrative Agent
(given at the request of any Lender) to the Borrower or knowledge thereof by a Financial Officer; or


 






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(s)            the
Borrower or any of its Subsidiaries shall cause or permit the occurrence of any condition or event that would result in any recourse to
any Obligor under any Permitted SBIC Guarantee;


 


then, and in every such event (other than an event
with respect to the Borrower described in clause (i) or (j) of this Article), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments
shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case
any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower
accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described
in clause (i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under
the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.


 


In the event that the Loans
shall be declared, or shall become, due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative
Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure demanding the deposit of Cash Collateral pursuant
to this paragraph, the Borrower shall immediately deposit into the Letter of Credit Collateral Account cash in an amount equal to the
LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash
shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of this
Article.


 


Notwithstanding anything to
the contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (a) the Lenders shall automatically
and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each
Lender in the Designated Obligations under each Loan in which it shall participate as of such date, such Lender shall own an interest
equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Loans and (b) simultaneously with the
deemed exchange of interests pursuant to clause (a) above, the interests in the Designated Obligations to be received in such
deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent of such amount (as of
the Business Day immediately prior to the CAM Exchange Date) and on and after such date all amounts accruing and owed to the Lenders in
respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder. Each Lender,
each Person acquiring a participation from any Lender as contemplated by Section 9.04 and the Borrower hereby consents and
agrees to the CAM Exchange. The Borrower and the Lenders agree from time to time to execute and deliver to the Administrative Agent all
such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm
the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any
promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any
promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or of any Lender to
accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result
of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document
in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages
(to be redetermined as of each such date of payment).


 






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ARTICLE VIII


 


THE
ADMINISTRATIVE AGENT


 


SECTION 8.01.
Appointment of the Administrative Agent. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative
Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Collateral Agent
as its agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto.


 


SECTION 8.02.
Capacity as Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and
its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent hereunder.


 


SECTION 8.03.
Limitation of Duties; Exculpation. The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in
writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower
or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request
of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 






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SECTION 8.04.
Reliance. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person.
The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel
for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts.


 


SECTION 8.05.
Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall
apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to
the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted
with gross negligence or willful misconduct in the selection of such sub-agents.


 


SECTION 8.06.
Resignation; Successor Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower
not to be unreasonably withheld or delayed (or, if an Event of Default has occurred and is continuing in consultation with the Borrower),
to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s
resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as
the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of
the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.


 






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Any resignation by SMBC as
Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring
Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume
the obligations of the retiring Issuing Bank with respect to such Letters of Credit.


 


SECTION 8.07.
Reliance by Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder. The Administrative Agent shall have no duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and the Administrative
Agent shall have no responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.


 


Each Lender, by delivering
its signature page to this Agreement or any Assignment and Assumption and funding any Loan shall be deemed to have acknowledged receipt
of, and consented to and approved, each Loan Document and each other document required to be approved by the Administrative Agent, Required
Lenders or Lenders.


 






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SECTION 8.08.
Modifications to Loan Documents. Except as otherwise provided in Section 2.13(b) or Section 9.02(b) or
(c) of this Agreement or the Security Documents with respect to this Agreement, the Administrative Agent may, with the prior
consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents;
provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the
Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens
under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all
of such collateral security, or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the
Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the
Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of property
permitted hereunder or a disposition to which the Required Lenders have consented.


 


SECTION 8.09.
Erroneous Payments.


 


(a)            If
the Administrative Agent notifies a Lender, an Issuing Bank or an Indemnitee, or any Person who has received funds on behalf of a
Lender, an Issuing Bank or an Indemnitee (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”),
that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately
succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates
were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such
Lender, Issuing Bank, Indemnitee or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment
or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property
of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent,
and such Lender, Issuing Bank or Indemnitee shall (or, with respect to any Payment Recipient who received such funds on its behalf,
shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency
so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall
be conclusive, absent manifest error.


 


(b)            Without
limiting immediately preceding clause (a), each Lender, Issuing Bank or Indemnitee, or any Person who has received funds on
behalf of a Lender, Issuing Bank or Indemnitee, hereby further agrees that if it receives a payment, prepayment or repayment
(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative
Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice
of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment
or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative
Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Indemnitee, or other such recipient, otherwise becomes
aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:


 






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(i)            (A) in
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written
confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause
(z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii)            such
Lender, Issuing Bank or Indemnitee shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly
(and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this
Section 8.09(b).


 


(c)            Each
Lender, Issuing Bank and Indemnitee hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any
time owing to such Lender, Issuing Bank or Indemnitee under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Lender, Issuing Bank or Indemnitee from any source, against any amount due to the Administrative Agent under immediately
preceding clause (a) or under the indemnification provisions of this Agreement.


 


(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or Issuing Bank that has received
such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof)
on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s notice to such Lender or Issuing Bank at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned
its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous
Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative
Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous
Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative
Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative
Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank
shall deliver any notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee
Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative
Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency
Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification
provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank
and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment
Deficiency Assignment. So long as any sale of Loans complies with the terms of Section 9.04(b), the Administrative Agent may,
in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of
such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds
of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against
such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no
Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available
in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative
Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether
the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and
interests of the applicable Lender, Issuing Bank or Indemnitee under the Loan Documents with respect to each Erroneous Payment Return
Deficiency (the “Erroneous Payment Subrogation Rights”).


 






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(e)            The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Revolving Credit Exposure
or other obligations owed by the Borrower or any other Obligor, except, in each case, to the extent such Erroneous Payment is, and solely
with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower
or any other Obligor for the purpose of making such Erroneous Payment.


 


(f)            To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 


(g)            Each
party’s obligations, agreements and waivers under this Section 8.09 shall survive the resignation or replacement of
the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of
the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Loan Document.


 






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ARTICLE IX


 


MISCELLANEOUS


  


SECTION 9.01.
Notices; Electronic Communications.


 


(a)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by telecopy, as follows:


 


(i)            if
to the Borrower, to it at:


 


Owl Rock Core Income Corp.

399 Park Avenue, 38th Floor

New York, NY 10022

Attention: 

Telephone:

Email: 


 


(ii)            if
to the Administrative Agent or SMBC, in its capacity as a Swingline Lender, to it at:


 


Sumitomo Mitsui Banking Corporation


277 Park Avenue





New York, NY 10172


Attention: 


Phone: 


Fax: 


Email:


 


Attention: 


Phone: 


Fax: 


Email:


 


Attention: Agency Services


Fax:


Email:


 


(iii)            if
to the SMBC, in its capacity as Issuing Bank, to it at:


 


Sumitomo Mitsui Banking Corporation


277 Park Avenue


New York, NY 10172


Attention: Trade Credit Services


Fax: 


Email:



 






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(iv)            if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


  


Any party hereto may change
its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the
date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall
be effective as provided in said paragraph (b).


 


(b)            Electronic
Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant to Section 2.06 if such Lender or
such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.


 


(i) Notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such
as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided
that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the
website address therefor.


 


Each party hereto understands
that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent
caused by the willful misconduct or gross negligence of the Administrative Agent, any Lender or their respective Related Parties, as determined
by a final, non-appealable judgment of a court of competent jurisdiction. The Platform and any electronic communications media approved
by the Administrative Agent as provided herein are provided “as is” and “as available”. None of the Administrative
Agent or its Related Parties warrant the accuracy, adequacy, or completeness of the such media or the Platform and each expressly disclaims
liability for errors or omissions in the Platform and such media. No warranty of any kind, express, implied or statutory, including any
warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other
code defects is made by the Administrative Agent and any of its Related Parties in connection with the Platform or the electronic communications
media approved by the Administrative Agent as provided for herein.


 






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(c)            Private
Side Information Contacts. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform
in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
law, including United States federal and state securities laws, to make reference to information that is not made available through the
 “Public Side Information” portion of the Platform and that may contain Non-Public Information with respect to the Borrower,
its Subsidiaries or their Securities for purposes of United States federal or state securities laws. In the event that any Public Lender
has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges
that (i) other Lenders may have availed themselves of such information and (ii) neither Borrower nor Administrative Agent has
any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this
Agreement and the other Loan Documents.


 







(d)            Documents
to be Delivered under Sections 5.01 and 5.12(a). For so long as an IntralinksTM or equivalent website is available to each of
the Lenders hereunder, the Borrower may satisfy its obligation to deliver documents to the Administrative Agent or the Lenders under
Sections 5.01 and 5.12(a) by delivering one hard copy thereof to the Administrative Agent and either an electronic
copy or a notice identifying the website where such information is located for posting by the Administrative Agent on IntralinksTM
or such equivalent website; provided that the Administrative Agent shall have no responsibility to maintain access to IntralinksTM
or an equivalent website.


 


SECTION 9.02.
Waivers; Amendments.


 


(a)            No
Deemed Waivers Remedies Cumulative. No failure or delay by the Administrative Agent, any Issuing Bank, any Swingline Lender or any
Lender in exercising any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks, the Swingline
Lenders and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, Swingline Loan
or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent,
any Swingline Lender, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.


 


(b)            Amendments
to this Agreement. Except as provided in Section 2.13, neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or
by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:


 


(i)              increase
the Commitment of any Lender without the written consent of such Lender,


 






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(ii)             reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender affected thereby,


 


(iii)            postpone
the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder,
or reduce the amount of waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby,


 


(iv)           change
Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender affected thereby,


 


(v)            change
any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender affected thereby;


 


(vi)           subject
to clause (e) below, change any of the provisions of the definition of “Agreed Foreign Currencies” or any other
provision specifying the Foreign Currencies in which Multicurrency Loans may be made hereunder, or make any determination or grant any
consent hereunder with respect to the definition of “Agreed Foreign Currencies”, in each case, without the consent of each
Multicurrency Lender; or


 


(vii)           change
Section 9.16 without the written consent of each Lender that is subject to the GBSA;


 


provided
further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Issuing Banks or the Swingline Lenders hereunder without the prior written consent of the Administrative Agent, the Issuing
Banks or the Swingline Lenders, as the case may be and (y) the consent of Lenders holding not less than two-thirds of the Revolving
Credit Exposure and unused Commitments will be required (A) for any adverse change affecting the provisions of this Agreement relating
to the determination of the Borrowing Base (excluding changes to the provisions of Section 5.12(b)(ii)(E) and (F),
but including changes to the provisions of Section 5.12(c) and the definitions set forth in Section 5.13),
and (B) for any release of any material portion of the Collateral other than for fair value or as otherwise permitted hereunder
or under the other Loan Documents.


 


Anything in this Agreement
to the contrary notwithstanding, no waiver or modification of any provision of this Agreement or any other Loan Document that could reasonably
be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective
against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver or modification.


 






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(c)            Amendments
to Security Documents. No Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens thereof
be spread to secure any additional obligations (including any increase in Loans hereunder, but excluding any such increase pursuant to
a Commitment Increase under Section 2.08(e)) except pursuant to an agreement or agreements in writing entered into by the
Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) without the written consent
of each Lender, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the
Security Documents and (ii) without the written consent of each Lender, no such agreement shall release all or substantially all
of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative
priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional
obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the
collateral security provided thereby, or release all or substantially all of the guarantors under the Guarantee and Security Agreement
from their guarantee obligations thereunder, except that no such consent shall be required, and the Administrative Agent is hereby authorized
(and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, (x) to release
any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property permitted
hereunder or a disposition to which the Required Lenders have consented, (y) to release any Lien and/or guarantee obligation in
accordance with the Guarantee and Security Agreement and (z) to release (and to acknowledge the release of) all Liens and guarantees
of Obligors upon the termination of this Agreement (including in connection with a complete refinancing).


 


(d)            Replacement
of Non-Consenting Lender. If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of
this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the
consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change,
waiver, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall
have the right, at its sole cost and expense, to replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders
pursuant to Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the
proposed change, waiver, discharge or termination.


 









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(e)            Re-designation
of Non-Consenting Multicurrency Lender.



 


(i)             If,
in connection with any request by the Borrower to add a Foreign Currency as an Agreed Foreign Currency hereunder, the consent of the
Required Multicurrency Lenders shall have been obtained but the consent of one or more Multicurrency Lenders (each a “Non-Consenting
Multicurrency Lender”) is not obtained, then the Borrower shall have the right upon four (4) Business Days’ prior
written notice to the Administrative Agent and each Non-Consenting Multicurrency Lender to re-designate each Non-Consenting Multicurrency
Lender as a Dollar Lender hereunder with a Dollar Commitment equal to the Multicurrency Commitment of such Non-Consenting Multicurrency
Lender in effect immediately prior to such re-designation; provided that, no re-designation of any Multicurrency Lender’s
Multicurrency Commitment shall be permitted hereunder if (A) the conditions set forth in Section 4.02 are not satisfied
both before and after giving effect to such re-designation, (B) without such Issuing Bank’s consent to be re-designated pursuant
to this clause (i), any Non-Consenting Multicurrency Lender is an Issuing Bank that has an outstanding Letter of Credit denominated
in an Agreed Foreign Currency as of the date of such re-designation notice or (C) after giving effect to such re-designation and
the re-allocation described in clause (ii) below, (I) any Lender’s Revolving Dollar Credit Exposure or Revolving Multicurrency
Credit Exposure, as applicable, exceeds such Lender’s Dollar Commitment or Multicurrency Commitment, as applicable, (II) the
aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeds the aggregate Dollar Commitments, (III) the aggregate
Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeds the aggregate Multicurrency Commitments, (IV) the
aggregate Revolving Credit Exposure exceeds the aggregate Commitments or (V) the Revolving Multicurrency Credit Exposure denominated
in a Specified Agreed Foreign Currency exceeds the Specified Multicurrency Sublimit; provided, further, that, in the event
any Non-Consenting Multicurrency Lender is an Issuing Bank that has agreed to issue Letters of Credit in Agreed Foreign Currencies (but
does not have any Letters of Credit denominated in Agreed Foreign Currencies as of the date of such re-designation notice), such Issuing
Bank shall, on and after the re-designation date, only be required to issue Letters of Credit denominated in Dollars up to the amount
set forth opposite the name of such Issuing Bank on Schedule 2.05 (or such greater amount as such Issuing Bank may agree in its
sole discretion).


 


(ii)             On
the date of and immediately after giving effect to any such re-designation of the Commitment of the Non-Consenting Multicurrency Lenders
pursuant to clause (i) above, the Borrower shall (A) prepay the outstanding Loans in full, (B) simultaneously borrow
new Loans in an amount equal to and in the same Currencies as such prepayment; provided that with respect to subclauses (A) and
(B), (x) the prepayment to, and borrowing from, any Lender shall be effected by book entry to the extent that any portion
of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments
among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, (I) the Multicurrency
Loans denominated in Agreed Foreign Currencies and the Multicurrency Loans denominated in Dollars are, in each case, held ratably by
the Multicurrency Lenders in accordance with their respective Multicurrency Commitments, (II) the Dollar Loans are held ratably
by the Dollar Lenders in accordance with their respective Dollar Commitments and (III) to the extent possible, the Loans are held
ratably by the Lenders in accordance with their respective Applicable Percentage and (C) pay to the Lenders the amounts, if
any, payable under Section 2.15 as a result of any such prepayment.  Concurrently therewith, the Multicurrency Lenders
and Dollar Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit under the Multicurrency
Commitments and the Dollar Commitments, respectively, so that such interests are held ratably in accordance with clauses (I),
(II) and (III).


 






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SECTION 9.03.  
Expenses; Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative
Agent, the Collateral Agent and their Affiliates, including the reasonable and documented fees, charges and disbursements of counsel
for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein,
the preparation and administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit by such Issuing Bank or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred
by the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender, including the reasonable and documented fees, charges
and disbursements of one outside counsel for the Administrative Agent, each Issuing Bank and each Swingline Lender as well as one outside
counsel for the Lenders and additional counsel should any conflict of interest arise, in connection with the enforcement or protection
of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect thereof and (iv) and all documented costs, expenses, taxes, assessments and other charges
incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document
or any other document referred to therein.


 


(b)            Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent, each Issuing Bank, each Swingline Lender and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, actions, judgments, suits, costs, expenses
and disbursements of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of one
outside counsel for all Indemnitees (and, if reasonably necessary, of one local counsel in any relevant jurisdiction for all Indemnitees)
unless, in the reasonable opinion of an Indemnitee, representation of all Indemnitees by such counsel would be inappropriate due to the
existence of an actual or potential conflict of interest) in connection with any investigative, administrative or judicial proceeding
or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party
thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity, whether based on any federal, state or foreign
laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and laws, statutes,
rules or regulations relating to environmental, occupational safety and health or land use matters), on common law or equitable
cause or on contract or otherwise and related expenses or disbursements of any kind (other than Taxes or Other Taxes which shall only
be indemnified by the Borrower to the extent provided in Section 2.16, other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim), including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of; in connection with, or as a result of (i) the execution or delivery
of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan, Swingline Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or
(iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and whether brought by the Borrower or a third party and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are (A) determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from the willful misconduct or gross negligence of such Indemnitee or its Related Parties, (B) result from the
settlement of any such claim, investigation, litigation or other proceedings described in clause (iii) above unless the Borrower
has consented to such settlement (which consent shall not be unreasonably withheld, delayed or conditioned (provided that nothing in
this clause (B) shall restrict the right of any person to settle any claim for which it has waived its right of indemnity by the
Borrower)) or (C) result from disputes solely among Indemnitees and not involving any act or omission of an Obligor or any of its
Affiliates (other than any dispute against the Administrative Agent in its capacity as such). Notwithstanding the foregoing, it is understood
and agreed that indemnification for Taxes is subject to the provisions of Section 2.16, other than any Taxes that represent
losses, claims, damages, etc. arising from any non-Tax claim.


 






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The Borrower shall not be liable
to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (which may include
special, indirect, consequential or punitive damages asserted against any such party hereto by a third party)) arising out of, in connection
with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the
foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection.


 


(c)            Reimbursement
by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing
Bank or any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to the Administrative Agent, the applicable Issuing Bank or the applicable Swingline Lender, as the case may be, such Lender’s
Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent, the applicable Issuing Bank or the applicable Swingline Lender
in its capacity as such.


 


(d)            Waiver
of Consequential Damages, Etc. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby, except to the extent caused by the willful misconduct or gross negligence of such Indemnitee, as determined by a final,
non-appealable judgment of a court of competent jurisdiction.


 






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(e)            Payments.
All amounts due under this Section shall be payable promptly after written demand therefor.


 


SECTION 9.04. 
Successors and Assigns.


 


(a)            Assignments
Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.


 


(b)            Assignments
by Lenders.


 


(i)             Assignments
Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other
than natural persons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the
primary benefit of a natural Person) or any Defaulting Lender) all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld or delayed) of:


 


(A)       the
Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender,
or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall
be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent
within ten Business Days after having received notice thereof; and


 


(B)        the
Administrative Agent and each Issuing Bank: provided that no consent of the Administrative Agent or the Issuing Banks shall be
required for an assignment by a Lender to an Affiliate of such Lender.


 


(ii)            Certain
Conditions to Assignments. Assignments shall be subject to the following additional conditions:


 


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of
the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is
continuing;


 






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(B)        each
partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure;


 


(C)        the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form
of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection
with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;


 


(D)        the
assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire;
and


 


(E)        the
assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).


 


(iii)            Effectiveness
of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section, from and after
the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14,
2.15, 2.16 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (f) of this Section. Notwithstanding anything to the contrary herein, in connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the
other conditions set forth in Section 9.04(b)(ii) or otherwise, the parties to the assignment shall make such additional
payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment,
purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent
of Borrower and Administrative Agent, the Applicable Percentage of Loans previously requested but not funded by the Defaulting Lender,
to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities
then owed by such Defaulting Lender to Administrative Agent, each Issuing Bank, each Swingline Lender and each Lender hereunder (and
interest accrued thereon), and (y) acquire (and fund as appropriate) its full Applicable Percentage of all Loans and participations
in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of
any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 






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(c)            Maintenance
of Registers by Administrative Agent. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain
at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the “Registers” and each individually, a “Register”).
The entries in the Registers shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks
and the Lenders may treat each Person whose name is recorded in the Registers pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The Registers shall be available for inspection by the Borrower,
any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)            Acceptance
of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender
and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record
the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.


 


(e)            Special
Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle (an “SPC”) owned or administered by such Granting Lender, identified
as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide all or
any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that (i) nothing herein shall
constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms
hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject
to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections
2.14 (or any other increased costs protection provision), 2.15 or 2.16. Each SPC shall be conclusively presumed to have made arrangements
with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative
Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon
and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender.


 






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Each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting
against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the
laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting
Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary
contained in this Section, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial
institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to
support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation
of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or of any such
assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants
is required under paragraph (f) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any
non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit
or liquidity enhancement to such SPC.


 


(f)            Participations.
Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), sell participations to one
or more banks or other entities (other than natural persons (or a holding company, investments vehicle, investment vehicle or trust for,
or owned and operated by or for the primary benefit of a natural Person)) (a “Participant”) in all or a portion
of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments
and the Loans and LC Disbursements owing to it); provided that (i) the consent of the Borrower shall not be required if such
Participant does not have the right to receive any non-public information that may be provided pursuant to this Agreement (and the Lender
selling such participation agrees with the Borrower at the time of the sale of such participation that it will not deliver such non-public
information to the Participant), (ii) such Lender’s obligations under this Agreement and the other Loan Documents shall remain
unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iv) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this
Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (g) of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.14, 2.15 and 2.16, subject to the requirements and limitations therein, to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant agrees that it (i) shall be subject to the provisions of Section 2.18 as if it were an assignee
and (ii) shall not be entitled to receive any greater payment under Sections 2.14, 2.15 or 2.16, with respect
to any participation, than its participating Lenders would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation; provided,
further, that no Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of
the participation granted to such Participant and such Participant shall have complied with the requirements of Section 2.16
as if such Participant is a Lender. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18(b) with respect to any Participant.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were
a Lender; provided such Participant agrees to be subject to Section 2.17(d) as though it were a Lender hereunder. Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register
on which it enters the name and address of each participant and the principal amounts (and stated interest of each Participant’s
interest in the loans or other obligations under the Loan Documents (the “Participant Register”)); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any other information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any person except to the extent that such disclosures are necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 163 of the Code and any related United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person
whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have
no responsibility for maintaining a Participant Register.


 






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(g)            Limitations
on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.14, 2.15
or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is
notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with paragraphs
(e) and (f) of Section 2.16 as though it were a Lender and in the case of a Participant claiming exemption
for portfolio interest under Section 871(h) or 881(c) of the Code, the applicable Lender shall provide the Borrower with
satisfactory evidence that the participation is in registered form and shall permit the Borrower to review such register as reasonably
needed for the Borrower to comply with its obligations under applicable laws and regulations.


 


(h)            Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or any other central bank having
jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such assignee for such Lender as a party hereto.


 






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(i)             No
Assignments to the Borrower or Affiliates. Anything in this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan or LC Exposure held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without
the prior consent of each Lender.


 


SECTION 9.05.
Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters
of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the
time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest
on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding
and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination, Cash Collateralization or backstop of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


SECTION 9.06.
Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)            Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among
the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this
Agreement by telecopy electronically (e.g. pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.


 


(b)            Electronic
Execution of Loan Documents. The words “execution,” “signed,” “signature,” and words of like
import in this Agreement and the other Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures
or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or
the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.


 






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SECTION 9.07. 
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


SECTION 9.08.
  Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender
or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such
right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance
with the provisions of Sections 2.17(d) and, pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting
Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the amounts owing to such Defaulting
Lender hereunder as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees to notify the Borrower
and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


SECTION 9.09. 
Governing Law; Jurisdiction; Etc.


 


(a)            Governing
Law. This Agreement and, unless otherwise specified therein, each other Loan Document shall be construed in accordance with and governed
by the law of the State of New York.


 


(b)            Submission
to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and any
Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties 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. Nothing in this
Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.


 






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(c)            Waiver
of Venue. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(d)            Service
of Process. Each party to this Agreement (i) irrevocably consents to service of process in the manner provided for notices in
Section 9.01 and (ii) agrees that service as provided in the manner provided for notices in Section 9.01
is sufficient to confer personal jurisdiction over such party in any proceeding in any court and otherwise constitutes effective and binding
service in every respect. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


SECTION 9.10.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) 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 (B) 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.


 


SECTION 9.11.
Judgment Currency. This is an international loan transaction in which the specification of Dollars or any Foreign Currency,
as the case may be (the “Specified Currency”), and payment in New York City or the country of the Specified Currency,
as the case may be (the “Specified Place”), is of the essence, and the Specified Currency shall be the currency of
account in all events relating to Loans denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement
shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise,
to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking
procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment
in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”),
the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Administrative
Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment
is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder
or under any other Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding the
rate of exchange actually applied in rendering such judgment be discharged only to the extent that on the Business Day following receipt
by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal
banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged
to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled
Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally
due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.


 






    
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SECTION 9.12.
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.13.
Treatment of Certain Information; No Fiduciary Duty; Confidentiality.


 


(a)            Treatment
of Certain Information; No Fiduciary Duty; No Conflicts. The Borrower acknowledges that from time to time financial advisory, investment
banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement
or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender
to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with
the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary
or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were
a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Letters of Credit
and the Commitments or the termination of this Agreement or any provision hereof. Each Lender shall use all information delivered to such
Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into
this Agreement, in connection with providing services to the Borrower. The Administrative Agent, each Lender and their Affiliates (collectively,
solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower
or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries,
agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary
or other implied duty between any Lender, on the one hand, and the Borrower or any of its Subsidiaries, its stockholders or its affiliates,
on the other. The Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated by the
Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Borrower and its Subsidiaries, on the other, and (ii) in connection therewith and with
the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any of
its Subsidiaries, any of their stockholders or affiliates with respect to the transactions contemplated hereby (or the exercise of rights
or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising
or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) or any other obligation
to the Borrower or any of its Subsidiaries except the obligations expressly set forth in the Loan Documents and (y) each Lender is
acting solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management, stockholders,
creditors or any other Person. The Borrower and each of its Subsidiaries each acknowledge and agree that it has consulted its own legal
and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect
to such transactions and the process leading thereto. The Borrower and each of its Subsidiaries each agree that it will not claim that
any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any of its
Subsidiaries, in connection with such transaction or the process leading thereto.


 






    
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(b)            Confidentiality.
Each of the Administrative Agent, the Lenders, the Swingline Lenders and the Issuing Banks agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to
any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action
or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject
to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with
the consent of the Borrower, (viii) to the extent such Information (x) becomes publicly available other than as a result of
a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower or (ix) on a confidential basis to (x) any
rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (y) the CUSIP
Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities
provided hereunder.


 


For purposes of this Section,
 “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower
or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative
Agent any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided
that, in the case of Information received from the Borrower or any of its Subsidiaries after the Effective Date; such Information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 






    
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SECTION 9.14.
USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies
the Borrower, each other Obligor and each designee of a Letter of Credit, which information includes the name and address of the Borrower,
each other Obligor and each designee of a Letter of Credit and other information that will allow such Lender to identify Borrower, each
other Obligor and each designee of a Letter of Credit in accordance with said Act.


 


SECTION 9.15.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender that is an Affected
Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution
arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)              a
reduction in full or in part or cancellation of any such liability;


 


(ii)             a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 






    
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SECTION 9.16.
German Bank Separation Act. If any Lender subject to the GBSA (any such Lender, a “GBSA Lender”) shall
have determined in good faith (which determination shall be made in consultation with the Borrower) that, due to the implementation of
the German Act on the Ring-fencing of Risks and for the Recovery and Resolution Planning for Credit Institutions and Financial Groups
(Gesetz zur Abschirmung von Risiken und zur Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen) of 7 August 2013
(commonly referred to as the German Bank Separation Act (Trennbankengesetz) (the “GBSA”)), whether before or after
the date hereof, or any corresponding European legislation (such as the proposed regulation on structural measures improving the resilience
of European Union credit institutions) that may amend or replace the GBSA in the future or any regulation thereunder, or due to the promulgation
of, or any change in the interpretation by, any court, tribunal or regulatory authority with competent jurisdiction of the GBSA or any
corresponding future European legislation or any regulation thereunder, the arrangements contemplated by this Agreement or the Loans have,
or will, become illegal, prohibited or otherwise unlawful, then, and in any such event, such GBSA Lender shall give written notice to
the Borrower and the Administrative Agent of such determination (which written notice shall include a reasonably detailed explanation
of such illegality, prohibition or unlawfulness, including, without limitation, all evidence and calculations used in the determination
thereof, a “GBSA Notice”), whereupon (i) all of the obligations (including outstanding principal of its Loans
and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, collectively, the “GBSA Obligations”) owed to such GBSA Lender hereunder and under the Loans shall become
due and payable, and the Borrower shall repay the GBSA Obligations, on the fifteenth day immediately after the date of such GBSA Notice
(such date being an “Initial Termination Date”) and, for the avoidance of doubt, such repayment shall not be subject
to the terms and conditions of Section 2.17(c) or Section 2.17(d) to the extent that there are no outstanding
amounts due and payable to the other Lenders at such date and (ii) the Commitments of such GBSA Lender shall terminate on such Initial
Termination Date; provided that, notwithstanding the foregoing, prior to such Initial Termination Date and in the event the Borrower
in good faith reasonably believes there is a mistake, error or omission in the grounds used to determine such illegality, prohibition
or unlawfulness under the GBSA or any corresponding future European legislation or any regulation thereunder, then the Borrower may provide
written notice (which written notice shall include a reasonably detailed explanation of the basis of such good faith belief, including,
without limitation, all evidence and calculations used in the determination thereof, a “Consultation Notice”) to that
effect, at which point the GBSA Obligations owed to such GBSA Lender hereunder and under the Loans shall not become due and payable, and
the Commitments of such GBSA Lender shall not terminate, until the fifteenth day immediately following such Initial Termination Date (and
the period from, and including, the date of the Consultation Notice until the date falling on the fifteenth day immediately after such
Initial Termination Date being the “GBSA Consultation Period”). In the event the Borrower and such GBSA Lender cannot
in good faith reasonably agree during the GBSA Consultation Period whether the arrangements contemplated by this Agreement or the Loans
have, or will, become illegal, prohibited or otherwise unlawful under the GBSA or any corresponding future European legislation or any
regulation thereunder, then all of the GBSA Obligations owed to such GBSA Lender hereunder and under the Loans shall become due and payable,
and the Commitments of such GBSA Lender shall terminate, on the Business Day immediately following the last day of such GBSA Consultation
Period. For the avoidance of doubt, so long as a GBSA Consultation Period has occurred and is continuing, (i) the Commitments and
Revolving Credit Exposure of any GBSA Lender shall be subject to Section 2.18, and the Borrower shall have all rights to replace
such GBSA Lender in accordance with Section 2.18(b), (ii) no GBSA Lender shall be required to fund its pro rata share
of any Borrowing or acquire participations in any Swingline Loans under Section 2.04(e) or Letters of Credit under Section 2.05(e),
(iii) each GBSA Lender shall be deemed to have an Applicable Percentage, Applicable Dollar Percentage and Applicable Multicurrency
Percentage of zero for purposes of Sections 2.02(a), 2.04(c), 2.05(e) and 2.05(f) and (iv) no
GBSA Lender shall be entitled to receive any fee pursuant to Sections 2.11(a) or (b) for any day during the continuance
of such GBSA Consultation Period. To the extent any Swingline Exposure or LC Exposure exists at the time a GBSA Lender’s Loans are
repaid in full and such GBSA Lender’s Commitment is cancelled pursuant to this Section 9.16, such Swingline Exposure or LC
Exposure shall be reallocated as set forth in Section 2.19(a)(iii) to the extent such reallocation does not cause the aggregate
Revolving Credit Exposure of any Lender to exceed such Lender’s Commitment.  If the reallocation described in the immediately
prior sentence cannot, or can only partially, be effected, the Borrower shall not later than two Business Days after demand by the Administrative
Agent (at the direction of any Issuing Bank and/or any Swingline Lender) (x) prepay Loans and/or (y) Cash Collateralize each
Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.05(k) such that after giving
effect to such prepayment and/or Cash Collateralization, the Revolving Credit Exposure of all Lenders on such date minus the LC Exposures
fully Cash Collateralized on such date does not exceed the aggregate amount of the Lenders’ Commitments on such date. Additionally,
notwithstanding anything to the contrary herein, during the GBSA Consultation Period, the Revolving Credit Exposure and unused Commitments
of any GBSA Lender shall be disregarded in the determination of Required Lenders or Required Lenders of a Class.


 






    
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SECTION 9.17.
Certain ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the later of the date such Person became a Lender party hereto and the Effective Date,
to, and (y) covenants, from such date to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, each Joint Lead Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Obligor, that at least one of the following is and will be true:


 


(i)             such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA)
of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 






    
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(iv)           such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender with respect to the Loan Documents.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such
Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the later of the date such Person became a Lender party
hereto and the Effective Date, to, and (y) covenants, from such date to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent, each Joint Lead Arranger, and their respective Affiliates, and not, for the avoidance of
doubt, to or for the benefit of the Borrower or any other Obligor, that:


 


(i)             none
of the Administrative Agent, the Joint Lead Arrangers, or any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related to hereto or thereto),


 


(ii)            the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR §
2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management
or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)           the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently,
both in general and with regard to particular transactions and investment strategies (including in respect of the Secured Obligations
(as defined in the Guarantee and Security Agreement)),


 


(iv)           the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both,
with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment
in evaluating the transactions hereunder, and


 


(v)            no
fee or other compensation is being paid directly to the Administrative Agent, any Joint Lead Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.


 






    
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(c)            The
Administrative Agent and each Joint Lead Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person
has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain
if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the
Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the
transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility
fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum
usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums,
banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


SECTION 9.18.
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”,
and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


(a)            In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply
to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents
were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support.


 






    
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(b)            As
used in this Section 9.18, the following terms have the following meanings:


 


(i)            “BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


(ii)            “Covered
Entity” means any of the following:


 


(A)            a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(B)             a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(C)            a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


(iii)            “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


(iv)            “QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 






    
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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	OWL ROCK CORE INCOME CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    
	 		Revolving Credit Agreement




     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION, 

as Administrative Agent, a Swingline Lender, an Issuing Bank and a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 



 






    
	 		Revolving Credit Agreement




     


    

 


	 	 	, as
a Lender


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 






    
	 		Revolving Credit Agreement