FS Investment Corporation 8-K 


 


Exhibit
10.1


 





EXECUTION
VERSION


 


AMENDMENT
NO. 2 TO SENIOR

SECURED REVOLVING CREDIT AGREEMENT 


 


This
AMENDMENT NO. 2 (this “Amendment”) with respect to the Senior Secured Revolving Credit Agreement, dated as of April
3, 2014 (as amended by that certain Amendment No. 1 and Waiver to Senior Secured Revolving Credit Agreement, dated as of May 6,
2016, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
is made as of March 16, 2017, among FS INVESTMENT CORPORATION, a Maryland corporation (the “Borrower”), the
several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”),
ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors
in such capacity, the “Administrative Agent”), and, solely for purposes of Section 2.8, IC AMERICAN ENERGY
INVESTMENTS, INC., a Delaware corporation (“IC American Energy”), FSIC INVESTMENTS, INC., a Delaware corporation
(“FSIC Investments”), IC Altus Investments, LLC, a Delaware
limited liability company (“IC Altus Investments”), IC Arches Investments,
LLC, a Delaware limited liability company (“IC Arches Investments”), RACE STREET FUNDING LLC, a Delaware
limited liability company (“Race Street Funding”), and IC NORTHERN INVESTMENTS LLC, a Delaware limited liability
company (“IC Northern Investments” and, together with IC American Energy, FSIC Investments, IC Altus Investments,
IC Arches Investments and Race Street Funding, the “Subsidiary Guarantors”). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders have made certain loans and other extensions of credit to the Borrower;


 


WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement and
the Lenders signatory hereto and the Administrative Agent have agreed to do so on the terms and subject to the conditions contained
in this Amendment;


 


WHEREAS,
the Borrower wishes to prepay in full the pro rata portion of the Loans and other obligations owing to certain lenders
under the Credit Agreement identified in writing by the Administrative Agent to the Borrower (each an “Exiting Lender”)
with a corresponding termination of each such Exiting Lender’s Commitment (the “Prepayment”); and


 


WHEREAS,
concurrently with the Prepayment, each person identified as an “Increasing Lender” on the signature pages hereto (each
an “Increasing Lender”) wishes to increase the aggregate amount of their commitments under the Credit Agreement,
and each person identified as a “New Lender” on the signature pages hereto (each a “New Lender”)
wishes to become a Lender under the Credit Agreement.


 


NOW
THEREFORE, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 






     


     

    

 


2 


 


SECTION
I AMENDMENT TO CREDIT AGREEMENT


 


Effective
as of the Effective Date (as defined below), and subject to the terms and conditions set forth below, the Credit Agreement is
hereby amended as follows:


 


(a)   The
Credit Agreement is hereby amended as described in the marked version attached hereto as Exhibit A.


 


(b)   The
Schedules to the Credit Agreement are hereby amended by deleting Schedules 1.01(a), 1.01(b), 1.01(c), 1.01(d), 3.11(a), 3.11(b),
3.12(a), 3.12(b) and 6.08 and replacing them with Schedules 1.01(a), 1.01(b), 1.01(c), 1.01(d), 3.11(a), 3.11(b), 3.12(a), 3.12(b)
and 6.08 attached hereto as Exhibit B.


 


SECTION
II MISCELLANEOUS


 


2.1.
    Conditions to Effectiveness of Amendment. This Amendment shall become effective
as of the date (the “Effective Date”) on which each of the following conditions precedent have been satisfied
(unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):


 


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


 


(1)   Executed
Counterparts. From each of the Lenders, the Administrative Agent and the Obligors, either (1) a counterpart of this Amendment
signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission
or electronic mail of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment.


 


(2)   Guarantee
and Security Agreement. The Amendment No. 1 (“Amendment No. 1 to Guarantee and Security Agreement”), dated
as of the date hereof, with respect to the Guarantee, Pledge and Security Agreement, dated as of April 3, 2014 (the “Security
Agreement”), among the Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative,
agent or trustee therefor) from time to time of any Secured Longer-Term Indebtedness, if any, and the Collateral Agent, duly executed
and delivered by each of the parties thereto.


 


(3)   Opinion
of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent
and covering this Amendment and such other matters as the Administrative Agent may reasonably request (and the Borrower hereby
instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).


 






     


     

    

 


3


 


(4)   Corporate
Documents. (v) Copies of the organizational documents of each Obligor certified as of a recent date by the appropriate governmental
official, (w) signature and incumbency certificates of the officers of such Person executing this Amendment and the other Loan
Documents to which it is a party, (x) resolutions of the board of directors or similar governing body of each Obligor approving
and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party
or by which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an
assistant secretary as being in full force and effect without modification or amendment, (y) a good standing certificate from
the applicable Governmental Authority of each Obligor’s jurisdiction of incorporation, organization or formation and in
each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior
to the Effective Date, and (z) such other documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the Obligors, and the authorization of this Amendment, all
in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


(5)   Officer’s
Certificate. A certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance
with the conditions set forth in Sections 4.02(a), (b), (c) and (d) of the Credit Agreement and Sections 2.1(i) and (j) of this
Amendment.


 


(b)   Liens.
The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction with respect to the
Obligors, confirming the priority of the Liens in favor of the Collateral Agent created pursuant to the Security Documents and
revealing no liens on any of the assets of the Borrower or its Subsidiaries except for Liens permitted under Section 6.02 of the
Credit Agreement or Liens to be discharged on or prior to the Effective Date pursuant to documentation satisfactory to the Administrative
Agent. Subject to Section 5.08(c)(ii) of the Credit Agreement, all UCC financing statements, control agreements and other documents
or instruments required to be filed or executed and delivered in order to create in favor of the Administrative Agent, for the
benefit of the Lenders, a perfected security interest in the Collateral (to the extent that such a security interest may be perfected
by filing, possession or control under the Uniform Commercial Code and as required by Section 5.08(c)(i) of the Credit Agreement
and the Guarantee and Security Agreement) shall have been properly filed or executed and delivered in each jurisdiction required.


 


(c)   Financial
Statements. The Administrative Agent and the Lenders shall have received prior to the Effective Date the audited consolidated
balance sheets, statements of operations, statement of changes in net assets, statements of cash flows and schedules of investments
of the Borrower and its Subsidiaries as of the end of and for the fiscal year ended December 31, 2016. The Administrative Agent
and the Lenders shall have received any other financial statements of the Borrower and its Subsidiaries as they shall reasonably
request. The Administrative Agent and each Lender as of the Effective Date acknowledge having received the financial statements
referred to above.


 






     


     

    

 


4 


 


(d)   Consents.
The Borrower shall have obtained and delivered to the Administrative Agent certified copies of all consents, approvals, authorizations,
registrations, or filings (other than any filing required under the Exchange Act or the rules or regulations promulgated thereunder,
including, without limitation, any filing required on Form 8-K) required to be made or obtained by the Borrower and all guarantors
in connection with this Amendment, 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 this Amendment or any transaction being financed with the proceeds of the Loans shall be ongoing.


 


(e)   No
Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments
pending or, to the knowledge of a Financial Officer of the Borrower, threatened in any court or before any arbitrator or Governmental
Authority that relates to this Amendment or that could have a Material Adverse Effect.


 


(f)   Solvency
Certificate. On Effective Date, the Administrative Agent shall have received a solvency certificate of the chief financial
officer of the Borrower dated as of the Effective Date and addressed to the Administrative Agent and the Lenders, and in form,
scope and substance reasonably satisfactory to the Administrative Agent, with appropriate attachments and demonstrating that both
before and after giving effect to this Amendment, (a) the Borrower will be Solvent on a unconsolidated basis, and (b) each Subsidiary
Guarantor will be Solvent on a consolidated basis with the other Obligors.


 


(g)   Due
Diligence. No information shall have become available which the Administrative Agent believes has had, or could reasonably
be expected to have, a Material Adverse Effect.


 


(h)   Fees,
Expenses and Interest. The Borrower shall have paid in full to the Administrative Agent and the Lenders all fees, expenses
and interest owing related to this Amendment and the Credit Agreement owing on the Effective Date, including any up-front fee
due to any Lender on the Effective Date (provided that such fees, expenses and interest may be paid, at the Administrative Agent’s
discretion, out of the Loans made on the Effective Date).


 


(i)   Default.
No Default or Event of Default shall have occurred and be continuing under the Credit Agreement, immediately before and after
giving effect to this Amendment, any incurrence of Indebtedness under the Credit Agreement and the use of the proceeds thereof
on a pro forma basis.


 


(j)   Financial
Covenants. The Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07 of the Credit Agreement
(as amended hereby) at the time of the Effective Date.


 


(k)   Other
Documents. The Administrative Agent shall have received such other documents, instruments, certificates, opinions and information
as the Administrative Agent may reasonably request in form and substance satisfactory to the Administrative Agent.


 


(l)   Patriot
Act. The Administrative Agent and each Lender shall have received all documentation and other information required by bank
regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
the Patriot Act, as reasonably requested by the Administrative Agent and each such Lender.


 






     


     

    

 


5 


 


The
contemporaneous exchange and release of executed signature pages by each of the Persons contemplated to be a party hereto shall
render this Amendment effective and any such exchange and release of such executed signature pages by all such persons shall constitute
satisfaction or waiver (as applicable) of any condition precedent to such effectiveness set forth above.


 


2.2.
   Representations and Warranties. To induce the other parties hereto to enter into
this Amendment, the Borrower represents and warrants to the Administrative Agent and each of the Lenders that, as of the Effective
Date and after giving effect to this Amendment:


 


(a)   
This Amendment has been duly authorized, executed and delivered by the Borrower and the Subsidiary Guarantors, and constitutes
a legal, valid and binding obligation of the Borrower and the Subsidiary Guarantors 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). The Credit Agreement, as amended by this Amendment,
constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its respective 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).


 


(b)   The
representations and warranties set forth in Article 3 of the Credit Agreement and the representations and warranties in each other
Loan Document are true and correct in all material respects (other than any representation or warranty already qualified by materiality
or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Effective Date, or, as to any such
representations and warranties that refer to a specific date, as of such specific date.


 


(c)   No
Default or Event of Default has occurred or is continuing under the Credit Agreement.


 


2.3.
    Counterparts. This Amendment 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 Amendment constitutes the entire contract between and among the parties relating to the subject
matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail shall be effective as delivery of
a manually executed counterpart of this Amendment.


 


2.4.
    Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative
Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, including,
without limitation, the reasonable fees, charges and disbursements of legal counsel to the Administrative Agent (but excluding,
for the avoidance of doubt, the allocated costs of internal counsel), in each case solely to the extent the Borrower is otherwise
required to do so pursuant to Section 9.03 of the Credit Agreement.


 






     


     

    

 


6 


 


2.5.
    GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


2.6.
    Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07,
9.09, 9.10 and 9.12 of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if fully set forth
herein.


 


2.7.
    Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, the Collateral Agent, the Borrower or the Subsidiary Guarantors under the Credit Agreement
or any other Loan Document, and, except as expressly set forth herein, shall not alter, modify, amend or in any way affect any
of the other terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document,
all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed
to entitle any Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall apply and be effective only with respect to the provisions amended herein of the Credit Agreement. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as
amended by this Amendment and each reference in any other Loan Document shall mean the Credit Agreement as amended hereby. This
Amendment shall constitute a Loan Document.


 


2.8.
        Consent and Affirmation.


 


(a)   Without
limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantors hereby,
to the extent applicable, as of the Effective Date (i) consents to this Amendment and the transactions contemplated hereby (including
the Prepayment to each Exiting Lender as described in Section 2.9, each New Lender becoming a Lender under the Credit Agreement
as described in Section 2.11 and each Increasing Lender increasing its Commitment under the Credit Agreement as described in Section
2.11), (ii) agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect,
(iii) confirms its guarantee (solely in the case of Subsidiary Guarantors) and affirms its obligations under the Guarantee and
Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined
in the Guarantee and Security Agreement), and (iv) acknowledges and affirms that such guarantee and/or grant, as applicable, is
in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Guarantee and Security Agreement).


 


(b)   Without
limiting the generality of the foregoing, by its execution hereof, each Lender hereby consents to the Amendment No. 1 to Guarantee
and Security Agreement in the form attached hereto as Exhibit C and to the non-pro-rata commitment reductions and/or payments
provided for herein notwithstanding Section 2.16 of the Credit Agreement.


 






     


     

    

 


7 


 


2.9.
    Prepayment of Exiting Lenders. On the Effective Date, (i) the Commitment of each
Exiting Lender shall be terminated and (ii) the Borrower shall prepay to each Exiting Lender such Exiting Lender’s pro
rata portion of the Loans, including (A) all accrued but unpaid commitment fees relating to such Loans as of such date, (B)
all accrued but unpaid interest relating to such Loans as of such date (in each case, calculated at the rate set forth in the
Credit Agreement without giving effect to this Amendment), and (C) all other amounts, if any, payable under Section 2.14 of the
Credit Agreement (without giving effect to this Amendment) as a result of, and solely in connection with, the Prepayment. Upon
the receipt of the Prepayment, each Exiting Lender shall cease to be a “Lender” under the Credit Agreement, but shall
continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 of the Credit Agreement (without giving effect to
this Amendment) with respect to facts and circumstances occurring prior to the Effective Date.


 


2.10.
         Reallocation of Loans. On the Effective Date, immediately following or substantially
contemporaneously with the Prepayment described in Section 2.9 hereof, the Borrower shall (A) prepay the Loans (if any) that are
outstanding immediately prior to the Effective Date in full (other than any Loans that have already been prepaid pursuant to Section
2.9) and (B) simultaneously borrow new Loans under the Credit Agreement in an amount equal to such prepayment; provided that with
respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender may, at the discretion of the Administrative
Agent, 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, as administered by and in a manner acceptable
to the Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with
the respective Commitments of such Lenders (as set forth in Schedule 1.01(c) of the Credit Agreement). Each of the Lenders agrees
to waive repayment of the amounts, if any, payable under Section 2.14 of the Credit Agreement as a result of, and solely in connection
with, any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests
in any outstanding Letters of Credit so that such interests are held ratably in accordance with their commitments as so revised.


 


2.11.
         Increasing Lenders and New Lenders.


 


(a)   On
the Effective Date, substantially contemporaneously with the reallocation described in Section 2.10, each Increasing Lender and
each New Lender shall make a payment to the Administrative Agent, for the account of the other Lenders, in an amount calculated
by the Administrative Agent in accordance with such section, so that after giving effect to such payment and to the distribution
thereof to other Lenders, the Loans are held ratably by the Lenders in accordance with Schedule 1.01(c). For the avoidance of
doubt, no Lender is required to become an Increasing Lender.


 


(b)   As
of the Effective Date, each New Lender shall become a Lender under the Credit Agreement and shall have all the rights and obligations
of a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto.


 






     


     

    

 


8 


 








(c)   Each
New Lender (a) represents and warrants that (i) from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (ii) it has received a copy
of the Credit Agreement, together with copies of the audited consolidated balance sheets, statements of operations, statement
of changes in net assets, statements of cash flows and schedules of investments of the Borrower and its Subsidiaries as of the
end of and for the fiscal year ended December 31, 2016, delivered pursuant to Section 5.01(a) thereof, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to
make such Loans on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or
any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.12.
         No Novation. This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Credit Agreement, the Security Agreement or the other Loan Documents or an accord and satisfaction
in regard thereto.


 


[Signature
pages follow]


 






     


     

    

 


9


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first
above written.


 





	 	FS INVESTMENT CORPORATION, as Borrower
	 	 	 
	 	By:	/s/ Gerald
    F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  President











 





[Amendment
No. 2 to Revolving Credit Agreement]


 






     


     

    

 


10 


 





	 	IC AMERICAN ENERGY INVESTMENTS,
                    INC., as Subsidiary Guarantor 




	 	 	 
	 	By:	/s/ Gerald
    F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  Executive Vice President


 





[Amendment
No. 2 to Revolving Credit Agreement]


  






     


     

    

 


11 


 





	 	FSIC
                    INVESTMENTS, INC., as Subsidiary Guarantor 




	 	 	 
	 	By:	/s/ Gerald
    F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  Executive Vice President





 


[Amendment
No. 2 to Revolving Credit Agreement]


 






     


     

    

 


12 


 





	 	IC
                    ALTUS INVESTMENTS, LLC, as Subsidiary Guarantor 




	 	 	 
	 	By:	/s/ Gerald
    F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  President


 


[Amendment
No. 2 to Revolving Credit Agreement]


 






     


     

    

 


13 


 





	 	IC
                    ARCHES INVESTMENTS, LLC, as Subsidiary Guarantor 




	 	 	 
	 	By:	/s/ Gerald
    F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  President


 


[Amendment
No. 2 to Revolving Credit Agreement]


 






     


     

    

 


14 


 





	 	RACE
                    STREET FUNDING LLC, as Subsidiary Guarantor




	 	 	 
	 	By:	/s/ Gerald
    F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  President


 


[Amendment
No. 2 to Revolving Credit Agreement]


 






     


     

    

 


15 


 





	 	IC
                    NORTHERN INVESTMENTS LLC, as Subsidiary Guarantor




	 	 	 
	 	By:	/s/ Gerald
    F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  President


  






     


     

    

 


16 


 





	 	ING
                    CAPITAL LLC, as Administrative Agent and a Lender




	 	 	 
	 	By:	/s/Patrick
    Frisch	 
	 	Name:  Patrick Frisch
	 	Title:  Managing Director


  


	 	 	 
	 	By:	/s/ Pim Rothweiler	 
	 	Name:  Pim Rothweiler
	 	Title:  Managing Director








 


[Amendment
No. 2 to Revolving Credit Agreement]


 






     


     

    

 

Exhibit
A


 



    


     


    



	 



 





SENIOR
SECURED

REVOLVING CREDIT AGREEMENT


 


dated
as of


 


April
3, 2014


 


and


 


as
amended by Amendment No. 1 and Waiver to Senior Secured Revolving Credit Agreement dated as of May 6, 2016 and as amended by Amendment
No. 2 to Senior Secured Revolving Credit Agreement dated as of March 16, 2017


 


among


 


FS
INVESTMENT CORPORATION,





as
Borrower


 


The
LENDERS Party Hereto


 


and


 


ING
CAPITAL LLC,

as Administrative Agent,





Arranger
and Bookrunner 








	 


 






     


     


    

 





	 	 	 
	 	TABLE OF CONTENTS	 
	 	 	 
	 	 	Page
	 	 	 
	 	ARTICLE I	 
	 	 	 
	 	DEFINITIONS	 
	 	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	3539
	SECTION 1.03.	Terms Generally	3639
	SECTION 1.04.	Accounting Terms; GAAP	3640
	SECTION 1.05.	Currencies Generally	3640
	SECTION 1.06.	Special Provisions Relating to Euro	3741
	 	 	 
	 	ARTICLE II	 
	 	 	 
	 	THE CREDITS	 
	 	 	 
	SECTION 2.01.	The Commitments	3842
	SECTION 2.02.	Loans and Borrowings	3842
	SECTION 2.03.	Requests for Borrowings	3943
	SECTION 2.04.	Letters of Credit	4144
	SECTION 2.05.	Funding of Borrowings	4549
	SECTION 2.06.	Interest Elections	4649
	SECTION 2.07.	Termination, Reduction or Increase of the Commitments	4751
	SECTION 2.08.	Repayment of Loans; Evidence of Debt	5054
	SECTION 2.09.	Prepayment of Loans	5255
	SECTION 2.10.	Fees	5660
	SECTION 2.11.	Interest	5861
	SECTION 2.12.	Eurocurrency Borrowing Provisions	5862
	SECTION 2.13.	Increased Costs	6063
	SECTION 2.14.	Break Funding Payments	6164
	SECTION 2.15.	Taxes	6265
	SECTION 2.16.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	6669
	SECTION 2.17.	Defaulting Lenders	6871
	SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	7073
	SECTION 2.19.	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	74
	 	 	 
	 	ARTICLE III	 
	 	 	 
	 	REPRESENTATIONS AND WARRANTIES	 
	 	 	 
	SECTION 3.01.	Organization; Powers	7175
	SECTION 3.02.	Authorization; Enforceability	7275
	SECTION 3.03.	Governmental Approvals; No Conflicts	7275




 






    (i) 


     


    

 


 





	 	 	 
	SECTION 3.04.	Financial Condition; No Material Adverse Effect	7275
	SECTION 3.05.	Litigation	7276
	SECTION 3.06.	Compliance with Laws and Agreements	7276
	SECTION 3.07.	Taxes	7376
	SECTION 3.08.	ERISA	7376
	SECTION 3.09.	Disclosure	7377
	SECTION 3.10.	Investment Company Act; Margin Regulations.	7477
	SECTION 3.11.	Material Agreements and Liens	7478
	SECTION 3.12.	Subsidiaries and Investments	7578
	SECTION 3.13.	Properties	7578
	SECTION 3.14.	Solvency	7579
	SECTION 3.15.	Affiliate Agreements	7579
	SECTION 3.16.	Structured Subsidiaries	7579
	SECTION 3.17.	Compliance with OFAC 76Sanctions	79
	SECTION 3.18.	Anti-Money Laundering
    Program	80
	SECTION 3.19.	Foreign Corrupt Practices Act	80
	SECTION 3.20.	EEA Financial Institutions	80
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	CONDITIONS	 
	 	 	 
	SECTION 4.01.	Effective Date	7680
	SECTION 4.02.	Each Credit Event	7983
	 	 	 
	 	ARTICLE V	 
	 	 	 
	 	AFFIRMATIVE COVENANTS	 
	 	 	 
	SECTION 5.01.	Financial Statements and Other Information	8084
	SECTION 5.02.	Notices of Material Events	8387
	SECTION 5.03.	Existence; Conduct of Business	8388
	SECTION 5.04.	Payment of Obligations	8388
	SECTION 5.05.	Maintenance of Properties; Insurance	8488
	SECTION 5.06.	Books and Records; Inspection and Audit Rights	8488
	SECTION 5.07.	Compliance with Laws and Agreements	8589
	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	8589
	SECTION 5.09.	Use of Proceeds	8892
	SECTION 5.10.	Status of RIC and BDC	8993
	SECTION 5.11.	Investment Policies	8993
	SECTION 5.12.	Portfolio Valuation and Diversification Etc.	8993
	SECTION 5.13.	Calculation of Borrowing Base	9599













 






    (ii) 


     


    

 





	 	 	 
	 	ARTICLE VI	 
	 	 	 
	 	NEGATIVE COVENANTS	 
	 	 	 
	SECTION 6.01.	Indebtedness	103107
	SECTION 6.02.	Liens	105109
	SECTION 6.03.	Fundamental Changes	106110
	SECTION 6.04.	Investments	107112
	SECTION 6.05.	Restricted Payments	108113
	SECTION 6.06.	Certain Restrictions on Subsidiaries	109114
	SECTION 6.07.	Certain Financial Covenants	110114
	SECTION 6.08.	Transactions with Affiliates	110115
	SECTION 6.09.	Lines of Business	111115
	SECTION 6.10.	No Further Negative Pledge	111116
	SECTION 6.11.	Modifications of Indebtedness and Affiliate Agreements	111116
	SECTION 6.12.	Payments of Longer-Term Indebtedness	112117
	SECTION 6.13.	Modification of Investment Policies	112117
	SECTION 6.14.	SBIC Guarantee	112117
	SECTION 6.15.	Sanctions 	112117
	 	 	 
	 	ARTICLE VII	 
	 	 	 
	 	EVENTS OF DEFAULT	 
	 	 	 
	 	ARTICLE VIII	 
	 	 	 
	 	THE ADMINISTRATIVE AGENT	 
	 	 	 
	SECTION 8.01.	Appointment of the Administrative Agent	117122
	SECTION 8.02.	Capacity as Lender	117122
	SECTION 8.03.	Limitation of Duties; Exculpation	117122
	SECTION 8.04.	Reliance	118123
	SECTION 8.05.	Sub-Agents	118123
	SECTION 8.06.	Resignation; Successor Administrative Agent	118123
	SECTION 8.07.	Reliance by Lenders	119124
	SECTION 8.08.	Modifications to Loan Documents	119124
	 	 	 
	 	ARTICLE IX	 
	 	 	 
	 	MISCELLANEOUS	 
	 	 	 
	SECTION 9.01.	Notices; Electronic Communications	120125
	SECTION 9.02.	Waivers; Amendments	122127
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	125130
	SECTION 9.04.	Successors and Assigns	127132
	SECTION 9.05.	Survival	132136
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	132137
	SECTION 9.07.	Severability	132137
	SECTION 9.08.	Right of Setoff	133137
	SECTION 9.09.	Governing Law; Jurisdiction; Etc.	133138
	SECTION 9.10.	WAIVER OF JURY TRIAL	134138



 











    (iii) 


     


    

 





	SECTION 9.11.	Judgment Currency	134139
	SECTION 9.12.	Headings	135139
	SECTION 9.13.	Treatment of Certain Information; Confidentiality	135139
	SECTION 9.14.	USA PATRIOT Act	136140
	SECTION 9.15.	Termination	136141


	 	 
	SCHEDULE 1.01(a) -	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)	-      Industry Classification Groups
	SCHEDULE 1.01(bc)	-      Commitments
	SCHEDULE 1.01(d) -	Eligibility Criteria
	SCHEDULE 3.11(a) -	Material Agreements
	SCHEDULE 3.11(b) -	Liens
	SCHEDULE 3.12(a) -	Subsidiaries
	SCHEDULE 3.12(b) -	Investments
	SCHEDULE 6.08 -	Certain Affiliate Transactions



 

	EXHIBIT A	-	Form of Assignment and Assumption
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Promissory Note
	EXHIBIT D	-	Form of Borrowing Request




 






    (iv) 


     


    

 








SENIOR
SECURED REVOLVING CREDIT AGREEMENT dated as of April 3, 2014 (this “Agreement”), among FS INVESTMENT CORPORATION,
a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.


 


WHEREAS,
the Borrower has requested that the Lenders (as defined herein) extend credit to the Borrower from time to time pursuant to the
commitments as set forth herein and the Lenders have agreed to extend such credit upon the terms and conditions hereof.


 


NOW,
THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree
as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.01.     Defined
Terms. As used in this Agreement, the following terms have the meanings specified below and the terms defined in Section
5.13 have the meanings assigned thereto in such section:


 


“2019
Notes” means the Borrower’s 4.00% unsecured notes due 2019.


 


“2020
Notes” means the Borrower’s 4.25% unsecured notes due 2020.


 


“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 Borrowing Base.


 


“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 Borrowing Base (excluding any cash held by the Administrative Agent pursuant
to Section 2.04(k)).


 


“Adjusted
LIBO Rate” means, 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 (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve
Rate for such Interest Period.


 


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


 


“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.


 






    1


     


    

 


“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.


 


“Advisory
Fees” means all base management fees and incentive fees due and owing by the Borrower or any other Obligor to the Investment
Advisor and/or the Sub-Advisor, whether such fees are on account of any such Obligor or any other Subsidiary (including any Financing
Subsidiary); provided that the term “Advisory Fees” shall not include any incentive fee on unrealized gains
unless and until such gain is realized or otherwise required to be paid pursuant to the terms of the applicable investment advisory
agreement.


 


“Affiliate”
means, with respect to a specified Person, 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. Anything herein to the contrary notwithstanding, the
term “Affiliate” of an Obligor shall not include any Person that constitutes an Investment held by any Obligor in
the ordinary course of business.


 


“Affiliate
Agreements” means (a) prior to the effectiveness of the Listing, that certain Investment Advisory and Administrative
Services Agreement, dated as of February 12, 2008, by and between the Borrower and FB Income Advisor, LLC (as amended by First
Amendment to the Investment Advisory and Administrative Services Agreement, dated as of August 5, 2008, by and between the Borrower
and FB Income Advisor, LLC) and (b) after the effectiveness of the Listing, (i) the Administration Agreement dated
as of April 16, 2014, by and between the Borrower and FB Income Advisor, LLC and (ii) the Amended
and Restated Investment Advisory Agreement dated as of July
17, 2014, by and between the Borrower and FB Income Advisor, LLC, in each case in substantially the form
disclosed to the Administrative Agent prior to the Effective Date.


 


“Agency
Account” has the meaning assigned to such term in Section 5.08(c)(v).


 


“Agreed
Foreign Currency” means, at any time, any of Canadian Dollars, Euros and Pounds Sterling and, with the prior consent
of each Multicurrency Lender, any other Foreign Currency, so long as, in respect of any such 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 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.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate for such day plus 1/2 of 1% and,
(c) the LIBO Rate for deposits in Dollars for a period of three (3) months plus 1% and
(d) zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective
Rate or such LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal
Funds Effective Rate, or such LIBO Rate, as the case may be.


 






    2


     


    

 


“Amendment
No. 2 Effective Date” means March 16, 2017.


 


“Applicable
Commitment Fee Rate” means, (a) with respect to any day during the period commencing on the Effective Date and ending
on the earlier of the date the Commitments are terminated and the RevolvingRevolver Termination Date, a rate per annum equal to (x) 1.00%, if the used portion of the aggregate Dollar Commitments
or Multicurrency Commitments, as applicable, as of the close of business on such day (after giving effect to Borrowings, prepayments
and Commitment reductions on such day) is less than or equal to an amount equal to thirty-five percent (35%) of the aggregate
Dollar Commitments or Multicurrency Commitments, as applicable, and (y) 0.375%, if the used portion of the aggregate Dollar Commitments
or Multicurrency Commitments, as applicable, as of the close of business on such day (after giving effect to Borrowings, prepayments
and Commitment reductions on such day) is greater than an amount equal to thirty-five percent (35%) of the aggregate Dollar or
Multicurrency Commitments, as applicable. For purposes of determining the Applicable Commitment Fee Rate, the Commitments shall
be deemed to be used to the extent of the outstanding Loans in the respective Class and, in the case of Multicurrency Commitments,
LC Exposure of all Lenders.


 


“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 Percentage
shall be determined based upon the outstanding Dollar Loans then outstanding, giving effect to any assignments pursuant to Section
9.04(b).


 


“Applicable
External Borrowing Base Value” shall mean with respect to any Unquoted Investment, the most recent Borrower External
Unquoted Borrowing Base Value determined with respect to such Unquoted Investment; provided, however, if an IVP External Unquoted
Borrowing Base Value with respect to such Unquoted Investment is more recent than such Borrower External Unquoted Borrowing Base
Value, then the term “Applicable External Borrowing Base Value” shall mean the most recent IVP External Unquoted Borrowing
Base Value obtained with respect to such Unquoted Investment. Notwithstanding the foregoing, with respect to any Unquoted Investment
included in the Borrowing Base until the Borrower External Unquoted Borrowing Base Value is delivered for the quarter ended March
31, 2014, the Applicable External Borrowing Base Value with respect to such Unquoted Investment shall be as specified in the valuation
report of Valuation Research Corporation as of December 31, 2013.


 


“Applicable
Margin” means (a) with respect to any ABR Loan, 1.501.25%
per annum; and (b) with respect to any Eurocurrency Loan, 2.502.25%
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 Percentage shall be determined based upon the outstanding Multicurrency Loans then outstanding,
giving effect to any assignments pursuant to Section 9.04(b).


 






    3


     


    

 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s
Commitments. 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 pursuant to Section 9.04(b).


 


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


 


“Approved
Pricing Service” means a pricing or quotation service as set forth in Schedule 1.01(a) or any other pricing
or quotation service (a) approved by the Board of Directors (or appropriate committee thereof with the necessary delegated
authority) of the Borrower, (b) designated in writing to the Administrative Agent by the Borrower (which designation shall
be accompanied by a copy of a resolution of the Board of Directors (or appropriate committee thereof with the necessary delegated
authority) of the Borrower that such pricing or quotation service has been approved by the Borrower), and (c) acceptable
to the Administrative Agent in its reasonable determination.


 


“Approved
Third-Party Appraiser” means any of Houlihan Lokey, Duff & Phelps LLC, Murray, Devine and Company, Lincoln Partners
Advisors LLC and Valuation Research Corporation,
in each case only so long as such firm has been approved by a resolution of the Board of Directors (or appropriate committee thereof
with the necessary delegated authority) of the Borrower to assist the Board of Directors (or any such committee) of the Borrower
in making valuations of portfolio assets to determine the Borrower’s compliance with the applicable provisions of this Agreement,
or any other Independent nationally recognized third-party appraisal firm approved by the Board of Directors (or appropriate committee
thereof with the necessary delegated authority) and engaged for that purpose and acceptable to the Administrative Agent in its
reasonable discretion, provided that, in each case to the extent such Approved Third-Party Appraiser requests or requires
a non-reliance letter, confidentiality agreement or similar agreement prior to allowing the Administrative Agent to review the
written valuation report of the Approved Third-Party Appraiser referred to in the first sentence of Section 5.12(b)(ii)(B)(y),
such Administrative Agent and such Approved Third-Party Appraiser shall have entered into a letter or agreement.


 


“Asset
Coverage Ratio” means, on a consolidated basis for Borrower and its Subsidiaries, the ratio which the value of
total assets, less all liabilities and indebtedness not represented by Senior Securities, bears to the aggregate amount of
Senior Securities representing indebtedness of the Borrower and its Subsidiaries (all as determined pursuant to the
Investment Company Act and any orders of the SEC issued to the Borrower thereunder). For clarity, the calculation of the
Asset Coverage Ratio shall be made in accordance with any exemptive order issued by the Securities and Exchange
CommissionSEC under Section 6(c) of the
Investment Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior
Securities only so long as (a) such order is in effect, and (b) no obligations have become due and owing pursuant
to the terms of any Permitted SBIC Guarantee. For the avoidance of doubt, the outstanding utilized notional amount of any
total return swap less all of the cash collateral supporting such total return swap and
the notional amount of any Credit Default Swap where an Obligor is a protection seller, in each case less the value of the
margin posted by the Borrower or any of its Subsidiaries thereunder at such time shall be treated as a Senior
Security for the purposes of calculating the Asset Coverage Ratio.


 






    4


     


    

 


“Asset
Sale” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer
or other disposition to, or any exchange of property with, any Person, in one transaction or a series of transactions, of all
or any part of any Obligor’s assets or properties of any kind, whether real, personal, or mixed and whether tangible or
intangible, whether now owned or hereafter acquired; provided, however, the term “Asset Sale” as used in this Agreement
shall not include the disposition of Portfolio Investments originated by the Borrower and promptly transferred to a Financing
Subsidiary pursuant to the terms of Sections 6.03(f) and (g) hereof.


 


“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 as provided in Section 9.04,
in the form of Exhibit A or any other form approved by the Administrative Agent.


 


“Assuming
Lender” has the meaning assigned to such term in Section 2.07(f).


 


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


 


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


 


“Bail-In
Legislation” means, 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 for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.


 


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


 


“Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978.


 


“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 16 December 2010, each as amended, supplemented
or restated.


 






    5


     


    

 


“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
External Unquoted Borrowing Base Value” has the meaning assigned to such term in Section 5.12(b)(ii).


 


“Borrower
Tested Assets” has the meaning assigned to such term in Section 5.12(b)(ii).


 


“Borrowing”
means (a) all 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 and/or (c) a Pro-Rata Borrowing, as
applicable.


 


“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 Borrowing in accordance with Section 2.03, substantially in the
form of Exhibit D hereto or such other form as is reasonably acceptable to the Administrative Agent.


 


“Business
Day” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York City
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 U.S. 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 of, a payment or prepayment of principal of or interest on, a continuation or
conversion of or into, 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 of 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.


 


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


 






    6


     


    

 


“CAM
Exchange Date” means the first date on which there shall occur (a) an event referred to in paragraph (h) or (i) of Article
VII or (b) an acceleration of Loans pursuant to Article VII.


 


“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.


 


“Canadian
Dollar” means the lawful money of Canada.


 


“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. Notwithstanding any other provision
contained herein, solely with respect to any change in GAAP after the Effective Date with respect to the accounting for leases
as either operating leases or capital leases, any lease that is not (or would not be) a capital lease under GAAP as in effect
on Effective Date shall not be treated as a capital lease, and any lease that would be treated as a capital lease under GAAP as
in effect on the Effective Date shall continue to be treated as a capital lease, hereunder and under the other Loan Documents,
notwithstanding such change in GAAP after the Effective Date, and all determinations of Capital Lease Obligations shall be made
consistently therewith (i.e., ignoring any such changes in GAAP after the Effective Date).


 


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


 


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


 


(a)       Short-Term
U.S. Government Securities (as defined in Section 5.13);


 


(b)       investments
in commercial paper maturing within 180 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;


 


(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 or any State thereof, Canada or any province thereof,
the United Kingdom or, if consented to by the Administrative Agent in its sole discretion, 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;


 






    7


     


    

 


(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; and


 


(e)       investments
in money market funds and mutual funds which invest substantially all of their assets in Cash or assets of the types described
in clauses (a) through (d) above;


 


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, certificates of deposit or
repurchase agreements) shall not include any such investment representing more than 25% of total assets of the Obligors in
any single issuer; and (iv) in no event shall Cash Equivalents include any obligation that is not denominated in Dollars.


 


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


 


“CDOR
Rate” means the rate per annum equal to the average of the annual yield rates applicable to Canadian Dollar Bankers’
acceptances at or about 10:00 a.m. (Toronto, Ontario time) on the day that is two Business Days prior to the first day of the
Interest Period 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).


 


“CFC”
means an entity that is a “controlled foreign corporation” of any Obligor within the meaning of Section 957 of the
Code.


 


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof), other than the Investment Advisor, of shares representing more than 35% of the aggregate ordinary voting power represented
by the issued and outstanding capital stock of the Borrower; (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the requisite members
of the board of directors of the Borrower nor (ii) appointed by a majority of the directors so nominated or (c) the
acquisition of direct or indirect Control of the Borrower by any Person or group other than the Investment Advisor.


 






    8


     


    

 


“Change
in Law” means (a) the adoption of any law, rule or regulation or treaty after the Effective Date, (b) any
change in any law, rule or regulation or treaty or in the interpretation, implementation or application thereof by any Governmental
Authority after the Effective Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.13(b),
by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Effective
Date; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives in connection therewith and (ii) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee On Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Dollar
Loans or Multicurrency 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.


 


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


 


“COF
Rate” has the meaning assigned to such term in Section 2.12(a).


 


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


 


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


 


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


 


“Commitment
Increase” has the meaning assigned to such term in Section 2.07(f).


 


“Commitment
Increase Date” has the meaning assigned to such term in Section 2.07(f).


 


“Competitor”
means any Person that is primarily engaged in the business of private direct lending as a business development company, mezzanine
fund, private debt fund, hedge fund or private equity fund, which is in direct competition with the Borrower; provided that notwithstanding
the foregoing, in no event shall any commercial bank, investment bank or insurance company be deemed a Competitor hereunder. For
the avoidance of doubt, the term “Competitor” shall not include any affiliate of any Competitor unless such affiliate
independently meets the criteria set forth above.


 






    9


     


    

 


“Conduit
Financing Arrangement” has the meaning assigned to such term in Section 2.15(i).


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“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.


 


“Control
Account” has the meaning assigned to such term in Section 5.08(c)(ii).


 


“Covenant-Lite
Loan” has the meaning assigned to such term in Section 5.13.


 


“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 principal amount (including any increase in the aggregate principal amount resulting from payable-in-kind
interest) of Other Covered Indebtedness outstanding on such date minus (z) LC Exposure that has been cash collateralized or LC
Exposure that has been backstopped in a manner reasonably satisfactory to the Administrative Agent.


 


“Covered
Taxes” means (i) Taxes other than Excluded Taxes and,
imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and
(ii) Other Taxes.


 


“Credit
Default Swap” means any credit default swap entered into as a means to (i) invest in bonds, notes, loans, debentures or
securities on a leveraged basis or (ii) hedge the default risk of bonds, notes, loans, debentures or securities.


 


“Currency”
means Dollars or any Foreign Currency.


 


“Currency
Valuation Notice” has the meaning assigned to such term in Section 2.09(b).


 


“Custodian”
means State Street Bank and Trust Company, or any other financial institution mutually agreeable to the Collateral Agent and the
Borrower, as custodian holding documentation for Portfolio Investments, and accounts of the Obligors holding Portfolio Investments,
on behalf of the Obligors and, pursuant to the Custodian Agreement, the Collateral Agent. The term “Custodian” includes
any agent or sub-custodian acting on behalf of the Custodian.


 


“Currency”
means Dollars or any Foreign Currency.


 






    10


     


    

 


“Currency Valuation Notice” has the meaning assigned to such term in Section 2.09(b).


 


“Custodian
Account” means an account subject to a Custodian Agreement.


 


“Custodian
Agreement” means a control agreement entered into by and among an Obligor, the Collateral Agent and a Custodian, in
form and substance reasonably acceptable to the Collateral Agent.


 


“Debt
Eligible Portfolio Investment” has the meaning assigned to such term in Section 5.13.


 


“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.


 


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


 


“Defaulting
Lender” means any Lender that has, as reasonably determined by the Administrative Agent, (a) failed to fund any
portion of its Loans or participations in Letters of Credit within three (3) Business Days of the date required to be funded
by it hereunder, unless, in the case of any Loans, such Lender’s failure is based on such Lender’s reasonable determination
that the conditions precedent to funding such Loan under this Agreement have not been met, such conditions have not otherwise
been waived in accordance with the terms of this Agreement and such Lender has advised the Administrative Agent in writing (with
reasonable detail of those conditions that have not been satisfied) prior to the time at which such funding was to have been made,
(b) notified the Borrower, the Administrative Agent, the Issuing Bank or any other Lender in writing that it does not intend
to comply with any of its funding obligations under this Agreement or has made a public statement that it does not intend to comply
with its funding obligations under this Agreement (unless such writing or public statement states that such position is based
on such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with
the applicable default, if any, shall be specifically identified in such writing) cannot be satisfied), (c) failed, within
three (3) Business Days after request by the Administrative Agent to confirm in writing that it will comply with the terms
of this Agreement relating to its obligations to fund prospective Loans or participations in then outstanding Letters of Credit
(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent), (d) otherwise failed to pay over to the Administrative Agent or any other
Lender any other amount (other than a de minimis amount) required to be paid by it hereunder within three (3) Business
Days of the date when due, unless the subject of a good faith dispute, or (e) other than via an Undisclosed Administration, either
(i) has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or
its assets to be, insolvent or has a parent company that has been adjudicated as, or determined by any Governmental Authority
having regulatory authority over such Person or its assets to be, insolvent or,
(ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or custodian, appointed for it, or has a parent company that has become the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian appointed for it or
(iii) become the subject of a Bail-In Action or has a parent company that has become the subject of a Bail-In Action
(unless in the case of any Lender referred to in this clause (e) the Borrower, the Administrative Agent and the Issuing Bank shall
be satisfied in the exercise of their respective reasonable discretion that such Lender intends, and has all approvals required
to enable it, to continue to perform its obligations as a Lender hereunder); provided that a Lender shall not qualify as
a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership interest in such Lender or its parent
company, or of the exercise of control over such Lender or any Person controlling such Lender, by a Governmental Authority or
instrumentality thereof, or solely as a result of an Undisclosed Administration, so long as such ownership interest or Undisclosed
Administration 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)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.


 






    11


     


    

 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject
of any Sanction.


“Designated
Obligations” means all obligations of the Borrower with respect to (a) principal of and interest on the Loans and L/C
Exposure (other than LC Exposure that has been cash collateralized or LC Exposure that has been backstopped in a manner reasonably
satisfactory to the Issuing Bank and the Administrative Agent) and (b) accrued and unpaid fees under the Loan Commitments.


 


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


 


“Dollar
Commitment” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make 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 2.07 or reduced
from time to time pursuant to Section 2.09 or as otherwise provided in this Agreement and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each Lender’s Dollar
Commitment as of the Amendment No. 2 Effective Date is set forth
on Schedule 1.01(bc), or in the Assignment
and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’
Dollar Commitments as of the Amendment No. 2 Effective Date
is $40,000,00020,000,000.


 


“Dollar
Equivalent” means, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount,
and (b) 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 (or other foreign currency broker
reasonably acceptable to 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.


 






    12


     


    

 


“Dollar
Lender” means the Persons listed on Schedule 1.01(bc)
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
Loan” means a Loan denominated in Dollars made by a Dollar Lender.


 


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


 


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


 


“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 April 3, 2014.


 


“Eligible
Liens” means, any right of offset, banker’s lien, security interest or other like rights against the Portfolio
Investments held by the Custodian pursuant to or in connection with its rights and obligations relating to the Custodian Account;
provided that such rights are subordinated, pursuant to the terms of the Custodian Agreement, to the first priority perfected
security interest in the Collateral created in favor of the Collateral Agent, except to the extent expressly provided therein.


 


“Eligible
Portfolio Investment” means any Portfolio Investment held by any Obligor (and solely for purposes of determining the
Borrowing Base, Cash and Cash Equivalents held by any Obligor) that, in each case, meets all of the criteria set forth on Schedule 1.01(d)
hereto; provided, that no Portfolio Investment, Cash or Cash Equivalent shall constitute an Eligible Portfolio Investment
or be included in the Borrowing Base if the Collateral Agent does not at all times maintain a first priority, perfected Lien (subject
to no other Liens other than Eligible Liens) on such Portfolio Investment, Cash or Cash Equivalent or if such Portfolio Investment,
Cash or Cash Equivalent has not been or does not at all times continue to be Delivered (as defined in the Guarantee and Security
Agreement). Without limiting the generality of the foregoing, it is understood and agreed that any Portfolio Investments that
have been contributed or sold, purported to be contributed or sold or otherwise transferred to any Financing Subsidiary, or held
by any Financing Subsidiary, or which secure obligations of any Financing Subsidiary, shall not be treated as Eligible Portfolio
Investments until distributed, sold or otherwise transferred to the Borrower free and clear of all Liens (other than Permitted
Liens). Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i), which provide that,
for purposes of this Agreement, all determinations of whether an Investment is to be included as an Eligible Portfolio Investment
shall be determined on a settlement-date basis (meaning that any Investment that has been purchased will not be treated
as an Eligible Portfolio Investment until such purchase has settled, and any Eligible Portfolio Investment which has been sold
will not be excluded as an Eligible Portfolio Investment until such sale has settled)Settlement-Date
Basis; provided that no such Investment shall be included as an Eligible Portfolio Investment to the extent
it has not been paid for in full.


 






    13


     


    

 


“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 in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such equity interest. As used in this Agreement, “Equity Interests”
shall not include convertible debt unless and until such debt has been converted to capital stock.


 


“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974,
as amended 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(b),
(c), (m) or (o) of the Code.


 


“ERISA
Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA,
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect
to any Plan, the failure to satisfy the minimum funding standards set forth in Section 412 of the Code or Section 302
of ERISA), whether or not waived; (c) the filing pursuant to Section 412(dc) 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 premiums due and 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 under Section 4041(c) or Section 4042 of ERISA; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Multiemployer PlanWithdrawal Liability; (g)
the occurrence of any nonexemptnon-exempt prohibited
transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA which would result in liability to
ana Lender; (h) the failure to make any required
contribution to a Multiemployer Plan or failure to make by its due date any required contribution to any Planto
any Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 412 or
430 of the Code or Section 302, 303 or 4068 of ERISA; or (i) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning
the imposition of Withdrawal Liability on the Borrower or any of its Subsidiaries or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, as defined in Title IV of ERISA.


 






    14


     


    

 


“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.


 


“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. For clarity, a Loan or Borrowing bearing interest by reference
to clause (c) of the definition of the Alternate Base Rate shall not be a Eurocurrency Loan or Eurocurrency Borrowing.


 


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


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the 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) its net
income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed by the United States or 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) that are Other Connection
Taxes, (b) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)),
any withholding tax that is imposed on amounts payable to or for the account of such Lender pursuant to a law in effect at the
time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender
(or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a), (c) Taxes attributable to a Lender’s
failure to comply with Section 2.15(f) and (d) any Taxes imposed under FATCA.


 


“Exemptive
Order” has the meaning set forth in Section 6.08(vii).


 


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


 


“External
Unquoted Borrowing Base Value” means (i) with respect to Borrower Tested Assets, the Borrower External Unquoted
Borrowing Base Value and (ii) with respect to IVP Tested Assets, the IVP External Unquoted Borrowing Base Value.


 


“FATCA”
means sections 1471 through 1474 of the Code, as of the Effective Date (or any amendment or successor version that is substantially
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the
Code.


 


“FCPA”
has the meaning assigned to such term in Section 3.19.


 


“Federal
Funds Effective Rate” means, for any day, 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 arranged by Federal
funds brokers, 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 (3) Federal
funds brokers of recognized standing selected by it; provided, that if the
Federal Funds Effective Rate is less than zero, such rate shall be zero for purposes of this Agreement.


 






    15


     


    

 


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


 


“Financing
Subsidiary” means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.


 


“First
Lien Bank Loan” has the meaning assigned to such term in Section 5.13.


 


“Fitch”
means Fitch, Inc., and any successor thereto.


 


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


 


“Foreign
Currency Equivalent” means, with respect to any amount in Dollars to be converted into a Foreign Currency,
the amount of suchany 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
Eligible Portfolio Investments” means any Eligible Portfolio Investment with respect to which the requirements of paragraph
10 of Schedule 1.01(d) hereto are met by reference to any Permitted Foreign Jurisdiction.


 


“Foreign
Lender” means any Lender or Issuing Bank or any other recipient of payments hereunder from the Borrower that, in each
case, is not (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created
or organized in or under the laws of the United States (or any jurisdiction thereof) or (c) any estate or trust that is subject
to U.S. federal income taxation regardless of the source of its income.


 


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


 


“Governmental
Authority” means the government of the United States 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 body exercising such powers or functions, such as the European Union or the European Central Bank).


 






    16


     


    

 


“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 endorsements for collection or deposit in the ordinary course of business or customary
indemnification agreements entered into in the ordinary course of business in connection with obligations that do not constitute
Indebtedness. The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable
amount of the primary obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee expressly
provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the amount of
such Guarantee shall be deemed to be an amount equal to such lesser amount).


 


“Guarantee
and Security Agreement” means the Guarantee, Pledge and Security Agreement, dated as of the Effective Date, among the
Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative, agent or trustee therefor) from
time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent, as the same shall be amended, restated, modified
and supplemented 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 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;
provided that in no event shall any Credit Default Swap where an Obligor is a protection seller be treated as a Hedging Agreement
hereunder.


 


“Hedging
Agreement Obligations” has the meaning specified in the Guarantee and Security Agreement as in effect on the Amendment
No. 2 Effective Date.


 


“High
Yield Securities” has the meaning assigned to such term in Section 5.13.


 


“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 at all times: (a) such
Subsidiaries and their Subsidiaries do not hold any Eligible Portfolio Investment; (b) the aggregate assets of all such Subsidiaries
and their Subsidiaries (on a consolidated basis) do not exceed an amount equal to 3% of the consolidated assets of the Borrower
and its Subsidiaries; and (c) the aggregate revenues of all such Subsidiaries and their Subsidiaries (on a consolidated basis)
for the most recent period of four consecutive fiscal quarters of such Subsidiaries and their Subsidiaries for which financial
statements required to be delivered pursuant to Section 5.01 do not exceed an amount equal to 3% of the consolidated revenues
of the Borrower and its Subsidiaries on a pro forma basis for such period; provided, further that if the aggregate
assets or revenues of all Subsidiaries designated by the Borrower as “Immaterial Subsidiaries” (and not redesignated)
shall as at any such time exceed the limits set forth in clauses (a), (b) and (c) above, then all such Subsidiaries shall be deemed
not to be Immaterial Subsidiaries unless and until the Borrower shall redesignate one or more as not Immaterial Subsidiaries,
in each case in a written notice to the Administrative Agent, and, as a result thereof, the aggregate assets and revenues of all
Subsidiaries still designated as “Immaterial Subsidiaries” do not exceed such limits.


 






    17


     


    

 


“Increasing
Lender” has the meaning assigned to such term in Section 2.07(f).


 


“Indebtedness”
of any Person means, without duplication, (a) (i) all obligations of such Person for borrowed money or (ii) with respect
to deposits, loans or advances of any kind that are required to be accounted for under GAAP as a liability on the financial statements
of an Obligor (other than deposits received in connection with a Portfolio Investment in the ordinary course of the Obligor’s
business (including, but not limited to, any deposits or advances in connection with expense reimbursement, prepaid agency fees,
other fees, indemnification, work fees, tax distributions or purchase price adjustments)), (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar debt 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 (other than trade accounts payable and accrued expenses in the ordinary
course of business not past due for more than 90 days after the date on which such trade account payable was due), (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 debt being the lower of the outstanding amount of such debt 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) the net amount such personPerson would
be obligated for under any Hedging Agreement if such Hedging Agreement was terminated at that time and,
(j) all obligations of such Person under any Credit Default
Swap where an Obligor is a protection seller (it being understood that, for purposes of this definition, the amount of any such
Indebtedness under a Credit Default Swap shall be the excess of the notional amount of such Credit Default Swap over the value
of the margin posted by the Borrower or any of its Subsidiaries thereunder) and (k) 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 (or such Person is not otherwise liable for such
Indebtedness). Notwithstanding the foregoing, “Indebtedness” shall not include (x) 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 or (y) a commitment arising in the ordinary course of business to make
a future Portfolio Investment or fund the delayed draw or unfunded portion of any existing Portfolio Investment.


 






    18


     


    

 


“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 adviser
or any Affiliate thereof) other than ownership of publicly traded stock of the Borrower or any such Subsidiary or Affiliate
with a market value not to exceed $1,000,000 and (b) is not an officer, employee, promoter, underwriter, trustee, partner,
director or a Person performing similar functions of the Borrower or of its Subsidiaries or Affiliates (including its investment
advisor or any Affiliate thereof).


 


“Independent
Valuation Provider” means any of Duff & Phelps
LLC, Murray, Devine and Company, Lincoln Partners Advisors LLC,
Houlihan Lokey and Valuation Research Corporation, or any other Independent nationally recognized third-party appraisal firm selected
by the Administrative Agent, and reasonably acceptable to the Borrower.


 


“Industry
Classification Group” means any of the industry groupclassification
groups set forth in Schedule 1.01(b) hereto, together with any such classification groups that are currently
in effect by Moody’s or may be subsequently established by Moody’s and provided by the Borrower to
the Lenders.


 


“ING”
means ING Capital LLC.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan, each Quarterly Date and (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.


 


“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, three or six months thereafter or, with respect to such
portion of any Loan or Borrowing that is scheduled to be repaid on the Maturity Date, a period of less than one month’s
duration commencing on the date of such Loan or Borrowing and ending on the Maturity Date, as specified in the applicable Borrowing
Request or Interest Election Request; provided, that (a) 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 (b) any
Interest Period (other than an Interest Period that ends on the 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 Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion
or continuation of such Loans.


 






    19


     


    

 


“Internal
Value” has the meaning set forth in Section 5.12(b)(ii)(E)(z)(2).


 


“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 (including any “short
sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale);
(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 and Credit Default Swaps.


 


“Investment
Advisor” means FB Income Advisor, LLC, a Delaware limited liability company, or an Affiliate thereof.


 


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


 


“Investment
Policies” means the written statement of the Borrower’s investment objectives, policies, restrictions
and limitations delivered on the Effective Date pursuant to Section 4.01(g)as
described in its Form 10-K report filed with the SEC on March 1, 2017, as may be amended or
modified from time to time by a Permitted Policy Amendmentin
accordance with the terms hereof.


 


“Issuing
Bank” means ING Capital LLC, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.04(j).


 


“IVP
External Unquoted Borrowing Base Value” has the meaning assigned to such term in Section 5.12(b)(ii).


 


“IVP
Supplemental Cap” has the meaning assigned to such term in Section 9.03(a).


 


“IVP
Tested Assets” has the meaning assigned to such term in Section 5.12(b)(ii).


 


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


 


“Last
Out Loan” has the meaning assigned to such term in Section 5.13.


 


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


 


“LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time (including any Letter of Credit for which a draft has been presented but not yet honored by the Issuing
Bank) 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 LC Exposure of any Lender at any time shall be its
Applicable Multicurrency Percentage of the total LC Exposure at such time.


 






    20


     


    

 


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


 


“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 2.04(k).


 


“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; and English Pounds Sterling; in each case so
long as there is a published LIBO rate with respect thereto.


 


“LIBO
Rate” means, for any Interest Period:


 


(a)       
for any Eurocurrency Borrowing denominated in a LIBO Quoted Currency, the Intercontinental Exchange Benchmark Administration Ltd.
LIBOR Rate (or the successor thereto if the Intercontinental Exchange Benchmark Administration Ltd. is no longer making such rates
available) per annum for deposits in such Currency for a period equal to the Interest Period appearing on the display designated
as Reuters Screen LIBOR01 Page (or such other page on that service or such other service designated by the Intercontinental Exchange
Benchmark Administration Ltd. LIBOR Rate (or the successor thereto if the Intercontinental Exchange Benchmark Administration Ltd.
is no longer making such rates available) for the display of such Association’sAdministration’s
Interest Settlement Rates for deposits in such 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 if such Reuters Screen LIBOR01 Page is unavailable for any
reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time); provided, that
if the Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBO
Rate for purposes of this definition shall mean 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 rates per annum at which deposits in such Currency
are offered to the Administrative Agent two (2) business days preceding the first day of such Interest Period by leading
banks in the London interbank market 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; provided, further, that if the LIBO Rate is less than zero, such
rate shall be zero for purposes of this Agreement;


 






    21


     


    

 


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


 


(c)       for
all Non-LIBO Quoted Currencies (other than Canadian Dollars), the calculation of the applicable reference rate shall be determined
in accordance with market practice.


 


“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 (other than on market terms at fair value so long as in the case of any Portfolio Investment, the Value used
in determining the Borrowing Base is not greater than the purchase or call price), except in favor of the issuer thereof (and,
for the avoidance of doubt, in the case of Investments that are loans or other debt obligations, restrictions on assignments or
transfers thereof on customary and market based terms pursuant to the underlying documentation relating to such Investment shall
not be deemed to be a “Lien” and, in the case of Portfolio Investments that are equity securities, excluding customary
drag-along, tag-along, right of first refusal, restrictions on assignments
or transfers and other similar rights in favor of other equity holders of the same issuer).


 


“Listing”
has the meaning assigned to such term in the definition of Tender Offer.


 


“Loan
Documents” means, collectively, this Agreement, any promissory notes delivered pursuant to Section 2.08(f) and
the Security Documents.


 


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


 


“Local
Time” means, with respect to any Loan denominated in or any payment to be made in any Currency, the local time in the
Principal Financial Center for the Currency in which such Loan is denominated or such payment is to be made.


 


“Long-Term
U.S. Government Securities” has the meaning assigned to such term in Section 5.13.


 


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


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, Portfolio Investments of the Obligors (taken
as a whole) and other assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower
and its Subsidiaries (other than the Financing Subsidiaries), taken as a whole, 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 or the ability of the
Obligors to perform their respective obligations thereunder.


 






    22


     


    

 


“Material
Indebtedness” means (a) Indebtedness (other than the Loans, Letters of Credit, Hedging Agreements,
Credit Default Swaps where an Obligor is a protection seller and total return swaps), of any one or more of the
Borrower and its Subsidiaries in an aggregate outstanding principal amount exceeding $25,000,000, (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 the Subsidiaries would be required to pay if such Hedging Agreement(s) were terminated at such time would
exceed $25,000,000 and (c) obligations in respect of any total return swap under which the outstanding utilized notional amount
less all of the cash collateral supporting such total return swapthe
value of the margin posted by the Borrower or any of its Subsidiaries thereunder at such time would exceed $25,000,000.


 


“Maturity
Date” means the date that is the one (1) year anniversary of the Revolver Termination Date.


 


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


 


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


 


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


 


“Multicurrency
Commitments” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Loans,
and to acquire participations in Letters of Credit, 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 2.07 or reduced from time to time pursuant
to Section 2.09 or as otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04. The aggregate amount of each Lender’s Multicurrency Commitment as of the
Amendment No. 2 Effective Date is set forth on Schedule 1.01(bc),
or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate
amount of the Lenders’ Multicurrency Commitments as of the Amendment
No. 2 Effective Date is $260,000,000307,500,000.


 


“Multicurrency
Lender” means the Persons listed on Schedule 1.01(bc)
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
Loan” means a Loan denominated in Dollars or in an Agreed Foreign Currency undermade
pursuant to the Multicurrency Commitments.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to, or is required
to be contributed to, by the Borrower.


 






    23


     


    

 


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


 


“Net
Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to (a) the sum of Cash payments and
Cash Equivalents received by the Obligors from such Asset Sale (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) any
costs, fees, commissions, premiums and expenses incurred by any Obligor directly incidental to such Asset Sale, including reasonable
legal fees and expenses, minus (c) all taxes paid or reasonably estimated to be payable as a result of such Asset Sale
(after taking into account any available tax credits or deductions) and (d) reserves for indemnification, purchase price adjustments
or analogous arrangements reasonably estimated by the Borrower or the relevant Subsidiary in connection with such Asset Sale;
provided that, (i) such reserved amount shall not be included in the Borrowing Base and (ii) if the amount of any estimated reserves
pursuant to this clause (d) exceeds the amount actually required to be paid in cash in respect of indemnification, purchase price
adjustments or analogous arrangements for such Asset Sale, the aggregate amount of such excess shall constitute Net Asset Sale
Proceeds (as of the date the Borrower determines such excess exists).


 


“Net
Extraordinary Receipts” means an amount equal to (a) any Cash amount (and Cash proceeds of any non-Cash amount)
received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds (other than for the avoidance
of doubt, amounts received by the Borrower pursuant to Section 2.15(h)), 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, purchase price adjustments received not in the ordinary course
of business in connection with any purchase agreement and proceeds of insurance, minus (b) any costs, fees, commissions,
premiums and expenses incurred by any Obligor directly incidental to such Cash receipts, including reasonable legal fees and expenses,
minus (c) all taxes paid or reasonably estimated to be payable as a result of such Cash receipts (after taking into
account any available tax credits or deductions); provided, however, that Net Extraordinary Receipts shall
not include (i) proceeds of any issuance of Equity Interests or issuances of Indebtedness by any Obligor, (ii) amounts
that any Obligor receives from the Administrative Agent or any Lender in connection with the Loan Documents, (iii) Cash receipts
to the extent received from proceeds of any casualty insurance or condemnation awards (or payments in lieu thereof) to the extent
that such proceeds are used within 90 days to repair or replace the assets giving rise to such proceeds, (iv) proceeds of business
interruption insurance to the extent such proceeds constitute compensation for lost earnings, or (v) indemnity payments or
payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such 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.


 






    24


     


    

 


“Net
Return of Capital” means an amount equal to (a) any Cash amount (and Cash proceeds of any non-Cash amount) received
by any Obligor at any time in respect of the outstanding principal of any Portfolio Investment (whether at stated maturity, by
acceleration or otherwise), plus (b) without duplication of amounts received under clause (a), any Cash proceeds (including
Cash proceeds of any non-Cash consideration) received by any Obligor at any time from the sale of any property or assets pledged
as collateral in respect of any Portfolio Investment to the extent such Cash proceeds are less than or equal to the outstanding
principal balance of such Portfolio Investment, plus (c) any cash amount (and Cash proceeds of any non-Cash amount)
received by any Obligor at any time in respect of any Portfolio Investment that is an Equity Interest (x) upon the liquidation
or dissolution of the Portfolio Company of such Portfolio Investment, (y) as a distribution of capital made on or in respect
of such Portfolio Investment (other than, in the case of a Portfolio Investment that is Capital Stock, any distribution on account
of actual taxes paid or reasonably estimated to be payable), or (z) pursuant to the recapitalization or reclassification
of the capital of the Portfolio Company of such Portfolio Investment or pursuant to the reorganization of such Portfolio Company
plus (d) any similar return of capital received by any Obligor in Cash (and Cash proceeds of any non-Cash amount)
in respect of any Portfolio Investment, minus (e) (i) any costs, fees, commissions, premiums and expenses incurred by any
Obligor directly incidental to such Cash receipts, including reasonable legal fees and expenses and (ii) any amounts necessary
to meet tax obligations from associated gain.


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(d).


 


“Non-Core
Investments” has the meaning assigned to such term in Section 5.13.


 


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


 


“Obligors”
means, collectively, the Borrower and the Subsidiary GuarantorsNoteless
Assigned Loan” has the meaning assigned to such term in Section 5.13.


 


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


 


“Obligors’
Net Worth” means, at any date, the Stockholders’ Equity at such date, minus the net asset value held by any Obligor
in any non-Obligor Subsidiary.


 


“OFAC”
has the meaning assigned to such term in Section 3.17.


 


“Other
Connection Taxes” means, with respect to any recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction
imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other
Covered Indebtedness” means, collectively, (i) Secured Longer-Term Indebtedness, (ii) Unsecured Shorter-Term Indebtedness
and (iii) the net amount that any Obligor would be obligated to pay under any Hedging Agreement as a result of the termination
of such Hedging Agreement as of any date of determination.


 


“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, except any such taxes that are Other Connection Taxes imposed with respect to an
assignment (other than an assignment made pursuant to Section 2.18(b) of the Agreement).


 






    25


     


    

 


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


 


“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.


 


“Patriot
Act” means USA Patriot Act Title III of Pub. L. 107-56 (signed into law October 26, 2001).


 


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


 


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


 


“Performing
Capital Stock” has the meaning assigned to such term in Section 5.13.


 


“Performing
Cash Pay Bank Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Cash Pay Covenant-Lite Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Cash Pay First Lien Bank Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Cash Pay High Yield Securities” has the meaning assigned to such term in Section 5.13.


 


“Performing
Cash Pay Last Out Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Cash Pay Mezzanine Investments” has the meaning assigned to such term in Section 5.13.


 


“Performing
Cash Pay Second Lien Bank Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Covenant-Lite Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
DIP Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
First Lien Bank Loans” has the meaning assigned to such term in Section 5.13.


 






    26


     


    

 


“Performing
High Yield Securities” has the meaning assigned to such term in Section 5.13.


 


“Performing
Last Out Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Mezzanine Investments” has the meaning assigned to such term in Section 5.13.


 


“Performing
Non-Cash Pay Bank Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Non-Cash Pay Covenant-Lite Loans” has the meaning assigned to such term in Section 5.13.


 


“Performing
Non-Cash Pay High Yield Securities” has the meaning assigned to such term in Section 5.13.


 


“Performing
Non-Cash Pay Mezzanine Investments” has the meaning assigned to such term in Section 5.13.


 


“Performing
Non-Cash Pay Investments” has the meaning assigned to such term in Section 5.13.


 


“Performing
Second Lien Bank Loans” has the meaning assigned to such term in Section 5.13.


 


“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 at any time prior to the first anniversary of the later of the Maturity Date (as in effect from
time to time) and the Termination Date.


 


“Permitted
Foreign Jurisdiction” means Australia, Canada, the Cayman Islands, France,
Germany, Ireland, Italy, Luxembourg, New Zealand,
Sweden, Switzerland, the Netherlands and the UKUnited Kingdom.


 






    27


     


    

 


“Permitted
Liens” means (a) Liens imposed by any Governmental Authority for taxes, assessments or charges (i) not yet due
or (ii) 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’,
workmen’s, storage, landlord, 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 in respect
of employee benefit plans subject to 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; (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, in the case of each of clauses (i) through
(iii) above, securing payment of fees, indemnities, charges for returning items 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) zoning
restrictions, easements, licenses, or other restrictions on the use of any real estate (including leasehold title), in each case
which do not interfere with or affect in any material respect the ordinary course conduct of the business of the Borrower and
its Subsidiaries; (j) purchase money Liens on specific equipment and fixtures provided that (i) such Liens only attach
to such equipment and fixtures, (ii) the Indebtedness secured thereby is incurred in the ordinary course of business and
does not exceed $2,000,000 in the aggregate at any time outstanding and (iii) the Indebtedness secured thereby does not exceed
the lesser of the cost and the fair market value of such equipment and fixtures at the time of the acquisition thereof; (k) deposits
of money securing leases to which Borrower is a party as lessee made in the ordinary course of business; (l) Eligible Liens; and
(m) Liens arising solely from precautionary filings of financing statements
under the Uniform Commercial Code covering assets sold or contributed to any Person in a transaction not prohibited hereunder;
and (n) 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).


 


“Permitted
Policy Amendment” is an 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 or Governmental Authority, or (c) could not reasonably be expected to have a material adverse effect on the Lenders.


 


“Permitted
Prior Working Capital Lien” has the meaning assigned to such term in Section 5.13.


 


“Permitted
SBIC Guarantee” means a guarantee by the Borrower of SBA Indebtedness of an SBIC Subsidiary on SBA’s then applicable
form; provided that the recourse to the Obligors 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 (r) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such
recourse occurs).


 






    28


     


    

 


“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.


 


“Portfolio
Company” means the issuer or obligor under any Portfolio Investment held by any Obligor.


 


“Portfolio
Company Data” means historic and pro-forma quarterly financial information and market data associated with a
Portfolio Company which has been delivered by such Portfolio Company to the Borrower (without independent substantive verification
by the Borrower) (provided that such financial information shall be updated by the Borrower within 30 days
of receipt by the Borrower of such financial information from such Portfolio Company), which may include pro-forma financial information
in connection with, among other things, (a) an Investment that was originated by the Borrower within the preceding twelve month
period, (b) a Portfolio Company that has, within the preceding twelve month period, been the acquirer of substantially all of
the business assets or stock of another Person, (c) a Portfolio Company that has, within the preceding twelve month period, been
the target of an acquisition of substantially all of its business assets or stock, and/or (d) a Portfolio Company that does not
have an entire fiscal year under its current capital structure.


 


“Portfolio
Investment” means any Investment held by the Borrower and its Subsidiaries in their asset portfolio.


 


“Pounds
Sterling” means the lawful currency of England.


 


“Prime
Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section, as the “U.S.
Prime Rate” (or its successor), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer. The Administrative Agent or any Lender may make commercial
loans or other loans at rates of interest at, above, or below the Prime Rate.


 


“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.


 


“Pro-Rata
Borrowing” has the meaning set forth in Section 2.03(a).


 


“Pro-Rata
Dollar Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of
such Pro-Rata Borrowing multiplied by (ii) the aggregate Dollar Commitments of all Dollar Lenders at such time divided by
(iii) the aggregate Commitments of all Lenders at such time.


 






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“Pro-Rata
Multicurrency Portion” means, in connection with any Pro-Rata Borrowing in Dollars, an amount equal to (i) the
aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency
Lenders at such time divided by (iii) the aggregate Commitments of all Lenders at such time.


 


“Quarterly
Dates” means the last Business Day of March, June, September and December in each year, commencing on June
30, 2014.


 


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


 


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


 


“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 directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Required
Lenders” means, at any time, subject to Section 2.17(b), 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. The “Required
Lenders” of a Class (which shall include the term “Required Multicurrency Lenders”) means 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.


 


“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 (other than any equity awards granted to employees, officers, directors and consultants
of the Borrower and its Affiliates); provided, for clarity, neither the conversion of convertible debt into capital stock
nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt made solely with capital
stock (other than interest or expenses, which may be payable in cash) shall be a Restricted Payment hereunder.


 


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


 






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“Revolver
Termination Date” means the date that is the three (3) year anniversary of the Amendment
No. 2 Effective Date, unless extended with the consent of each Lender in its sole and absolute discretion.


 


“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 Loans 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 Loans at such time made or incurred under the Multicurrency Commitments, and its LC Exposure.


 


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


 


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


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., a New York corporation,
or any successor thereto.


 


“Sanction”
means any international economic sanction administered or enforced by the United States Government (including without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


 


“Sanctioned
Country” means, at any time, a country, territory or region that is, or whose government is, the subject or target of any
Sanctions.


 


“Sanctions”
has the meaning assigned to such term in Section 3.17.


 


“SBA”
means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions
thereof.


 


“SBIC
Subsidiary” means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that
is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such
a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted)
under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, directly or indirectly, Subsidiary
of an entity referred to in clause (x)(i) of this definition, and (y) designated by the Borrower (as provided below)
as an SBIC Subsidiary, so long as:


 


(a)       other
than pursuant to a Permitted SBIC Guarantee or the requirement by the SBA that the Borrower make an equity or capital contribution
to the SBIC Subsidiary in connection with its incurrence of SBA Indebtedness (provided that such contribution is permitted
by Sections 6.03(f) and (g) and is made substantially contemporaneously with such incurrence), no portion of the Indebtedness
or any other obligations (contingent or otherwise) of such Person (i) is Guaranteed by the Borrower or any of its Subsidiaries
(other than any SBIC Subsidiary), (ii) is recourse to or obligates the Borrower or any of its Subsidiaries (other than any
SBIC Subsidiary) in any way, or (iii) subjects any property of the Borrower or any of its Subsidiaries (other than any SBIC
Subsidiary) to the satisfaction thereof;


 






    31


     


    

 


(b)       other
than pursuant to a Permitted SBIC Guarantee, neither the Borrower nor any of its Subsidiaries has any material contract, agreement,
arrangement or understanding with such Person other than on terms no less favorable to the Borrower or such Subsidiary than those
that might be obtained at the time from Persons that are not Affiliates of the Borrower or such Subsidiary;


 


(c)       neither
the Borrower nor any of its Subsidiaries (other than any SBIC Subsidiary) has any obligation to such Person to maintain or preserve
its financial condition or cause it to achieve certain levels of operating results; and


 


(d)       such
Person has not Guaranteed or become a co-borrower under, and has not granted a security interest in any of its properties to secure,
and the Equity Interests it has issued are not pledged to secure, in each case, any indebtedness, liabilities or obligations of
any one or more of the Obligors.


 


Any
designation by the Borrower under clause (y) above 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 Financial Officer’s
knowledge, such designation complied with the foregoing conditions.


 


“SEC”
means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions
thereof.


 


“Second
Lien Bank Loan” has the meaning assigned to such term in Section 5.13.


 


“Secured
Longer-Term Indebtedness” means, as at any date, Indebtedness for borrowed money (other than Indebtedness hereunder) of
the Borrower (which may be Guaranteed by Subsidiary Guarantors) that:


 


(a) has
no amortization or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months
after the Maturity Date (it being understood that (i) the conversion features into Permitted Equity Interests under convertible
notes (as well as the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, except in
the case of interest or expenses (which may be payable in cash)) shall not constitute “amortization”, “redemption”,
“repurchase” or “repayment” for the purposes of this definition) and (ii) any mandatory amortization,
redemption, repurchase or prepayment obligation or put right that is contingent upon the happening of an event that is not certain
to occur (including, without limitation, a change of control or bankruptcy) shall not in and of itself be deemed to disqualify
such Indebtedness under this clause (a) (notwithstanding the foregoing, in this clause (ii), the Borrower acknowledges that any
payment prior to the Termination Date in respect of any such obligation or right shall only be made to the extent permitted by
Section 6.12));


 






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(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 upon the Borrower and its Subsidiaries
than those set forth in this Agreement (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)(i), this
Agreement will be deemed automatically amended (and, upon the request of the Administrative Agent or the Required Lenders, the
Borrower shall promptly enter into a written amendment evidencing such amendment), mutatis mutandis, solely to the extent
necessary such that the financial covenants, covenants governing the borrowing base, if any, portfolio valuations and events of
default, as applicable, in this Agreement shall be as restrictive as such covenants in the Secured Longer-Term Indebtedness) and
(ii) other terms (other than interest) 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 be Events of Default under this Agreement shall not be deemed to be more restrictive for purposes of this definition);
and


 


(c) ranks
pari passu with the obligations under this Agreement and is not secured by any assets of any Person other than any assets of any
Obligor pursuant to the Security Documents and the holders of which, or the agent, trustee or representative of such holders,
have agreed to either (x) be bound by the provisions of the Security Documents by executing the joinder attached as Exhibit E
to the Guarantee and Security Agreement or (y) be bound by the provisions of the Security Documents in a manner reasonably
satisfactory to the Administrative Agent and the Collateral Agent. For the avoidance of doubt, Secured Longer-Term Indebtedness
shall also include any refinancing, refunding, renewal or extension of any Secured Longer-Term Indebtedness so long as such refinanced,
refunded, renewed or extended Indebtedness continues to satisfy the requirements of this definition.


 


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


 


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


 


“Security
Documents” means, collectively, the Guarantee and Security Agreement, the Custodian Agreement and all other assignments,
pledge agreements, security agreements, control agreements and other instruments executed and delivered at any time 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.


 






    33


     


    

 


“Senior
Securities” means senior securities (as such term is defined and determined pursuant to the Investment Company Act and
any orders of the SEC issued to the Borrower thereunder).


 


“Settlement-Date
Basis” means that any Investment that has been purchased will not be treated as an Eligible Portfolio Investment until such
purchase has settled, and any Eligible Portfolio Investment which has been sold will not be excluded as an Eligible Portfolio
Investment until such sale has settled.


 


“Short-Term
U.S. Government Securities” has the meaning assigned to such term in Section 5.13.


 


“Solvent”
means, with respect to any Obligor, that as of the date of determination, both (a) (i) the sum of such Obligor’s
debt and liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Person’s
present assets, (ii) such Obligor’s capital is not unreasonably small in relation to its business as contemplated on
the Effective Date and reflected in any projections delivered to the Lenders or with respect to any transaction contemplated or
undertaken after the Effective Date, and (iii) such Obligor has not incurred and does not intend to incur, or believe (nor
should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity
or otherwise); and (b) such Obligor is “solvent” within the meaning given to such term and similar terms under
applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


 


“Special
Equity Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer or issuer’s
affiliates 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.


 


“SPV
Equity Value” means, as of any date of determination, the sum of the net asset value of each Financing Subsidiary; provided
that if the net asset value of any Financing Subsidiary is negative, it shall be excluded from such calculation.


 


“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 breach of representations and warranties referred to in clause (c), and (c) representations,
warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary
in commercial loan securitizations (in each case in clauses (a), (b) and (c) excluding obligations related to the collectability
of the assets sold or the creditworthiness of the underlying obligors and excluding obligations that constitute credit recourse).


 






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“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.


 


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


 


“Structured
Finance Obligations” 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 (a) not qualify as any other category of Portfolio Investment and (b) not be included
in the Borrowing Base.


 


“Structured
Subsidiaries” means a direct or indirect Subsidiary of the Borrower which is formed in connection with third-party financings
(including prior to the Effective Date) and which engages in
no material activities other than in connection with the purchase and financing of assets from the Obligors or any other Person,
and which is designated by the Borrower (as provided below) as a Structured 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 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
(other than property that has been contributed or sold or otherwise transferred to such Subsidiary in accordance with the terms
Sections 6.03(f) and (g)), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant
to Standard Securitization Undertakings or any Guarantee thereof;


 


(b)       no
Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary other than on terms no 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 loan assets; and


 






    35


     


    

 


(c)       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.


 


Except
as provided in the next sentence, 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 Financial Officer’s knowledge, such designation complied with the foregoing conditions. Each of Arch
Street Funding LLC, Broad Street Funding LLC, Locust Street Funding LLC, Race and
Hamilton Street Funding LLC and Walnut Street Funding LLC is, and shall be deemed, a
Structured Subsidiary as of the Amendment No. 2 Effective
Date; provided that any such Subsidiary (and any other Subsidiary designated by the Borrower from time
to time as a “Structured Subsidiary” pursuant hereto) shall not be deemed a Structured Subsidiary if it does not
comply with the foregoing conditions. Each Subsidiary of a Structured Subsidiary shall be deemed to be a Structured
Subsidiary and shall comply with the foregoing requirements of this definition.


 


“Sub-Advisor”
means GSO/Blackstone Debt Funds Management LLC (f/k/a GSO Debt Funds Management, LLC), a Delaware limited liability company, or
an Affiliate thereof.


 


“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 Person that constitutes an Investment held by any Obligor 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.


 


“Subsidiary
Guarantor” means any Subsidiary that is or is required to be a Guarantor under the Guarantee and Security Agreement.
It is understood and agreed that, subject to Section 5.08(a), no CFC, Transparent Subsidiary or Financing Subsidiary shall
be required to be a Subsidiary Guarantor as long as it remains a CFC, Transparent Subsidiary or Financing Subsidiary, as applicable,
each as defined and described herein.


 


“Taxes”
means any and all present or future taxes levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.


 


“Tender
Offer” means the all-cash tender offer by the Borrower for its shares of common stock that is proposed to be
commenced in connection with the initial listing (the “Listing”) of the Borrower’s shares
of common stock on the New York Stock Exchange LLC (or other national securities exchange registered under Section 6 of the Exchange
Act of 1934, as amended), which shall be for an amount not to exceed $250,000,000.


 






    36


     


    

 


“Termination
Date” means the date on which the Commitments have expired or been terminated and the principal of and accrued interest
on each Loan and all fees and other amounts payable hereunder by the Borrower or any other Obligor shall have been paid in full
(excluding, for the avoidance of doubt, any amount in connection with any contingent, unasserted obligations) and all Letters
of Credit shall have (v) expired, (w) terminated, (x) been cash collateralized or (y) otherwise backstopped in a manner reasonably
acceptable to the Issuing Bank and the Administrative Agent and all LC Disbursements then outstanding have been reimbursed.


 


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


 


“Transferable”
has the meaning set forth on Schedule 1.01(d).


 


“Transparent
Subsidiary” means an entity classified as a partnership or as a disregarded entity for U.S. federal income taxes directly
or indirectly owned by an Obligor that has no material assets other than Equity Interests (held directly or indirectly through
other Transparent Subsidiaries) in one or more CFCs.


 


“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.


 


“Undisclosed
Administration” means, in relation to a Lender or its direct or indirect parent company, 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 or its direct or indirect parent company is subject to home jurisdiction
supervision if applicable law requires that such appointment is not to be publicly disclosed and such appointment has not been
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” means the United States of America.


 


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


 


“USA
PATRIOT Act” has the meaning assigned to such term in Section 3.18.


 


“Unsecured
Longer-Term Indebtedness” means any Indebtedness of the Borrower for borrowed money that:


 


(a) has
no amortization or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months
after the Maturity Date (it being understood that (i) the conversion features into Permitted Equity Interests under convertible
notes (as well as the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests, except in
the case of interest or expenses (which may be payable in cash)) shall not constitute “amortization”, “redemption”,
“repurchase” or “repayment” for the purposes of this definition and (ii) any mandatory amortization,
redemption, repurchase or prepayment obligation or put right that is contingent upon the happening of an event that is not certain
to occur (including, without limitation, a change of control or bankruptcy) shall not in and of itself be deemed to disqualify
such Indebtedness under this clause (a) (notwithstanding the foregoing, in this clause (ii), the Borrower acknowledges that
any payment prior to the Termination Date in respect of any such obligation or right shall only be made to the extent permitted
by Section 6.12));


 






    37


     


    

 


(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 Borrower (other than financial covenants and events of default (other
than events of default in 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, prior to the Termination
Date, than those set forth in this Agreement; 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), this Agreement will be deemed automatically amended (and, upon the request of the Administrative Agent or
the Required Lenders, the Borrower shall promptly enter into a written amendment evidencing such amendment), mutatis mutandis,
solely to the extent 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 Person. For the avoidance of doubt, Unsecured Longer-Term Indebtedness shall also include any
refinancing, refunding, renewal or extension of any Unsecured Longer-Term Indebtedness so long as such refinanced, refunded, renewed
or extended Indebtedness continues to satisfy the requirements of this definition.


 


Notwithstanding
the foregoing, the 2019 Notes and the 2020 Notes shall continue to be deemed Unsecured Longer-Term Indebtedness in all respects
despite the fact that the Maturity Date of such notes is prior to the Maturity Date so long as the 2019 Notes and the 2020 Notes
continue to comply with all other requirements of this definition; provided that (x) from and after the date that is 9 months
prior to the scheduled maturity of the 2019 Notes, the 2019 Notes shall be reclassified as Unsecured Shorter-Term Indebtedness
and (y) from and after the date that is 9 months prior to the scheduled maturity of the 2020 Notes, the 2020 Notes shall be reclassified
as Unsecured Shorter-Term Indebtedness.


 


“Unsecured
Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of the Borrower or any of its Subsidiaries
for borrowed money that is not secured by any assets of any Person and that does not constitute Unsecured Longer-Term Indebtedness
(including (x) the 2019 Notes from and after the date that is 9 months prior
to the scheduled maturity of such 2019 Notes and (y) the 2020 Notes from and after the date that is 9 months prior to the scheduled
maturity of such 2020 Notes) and (b) any Indebtedness of the Borrower or any of its Subsidiaries that is designated
as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a). For the avoidance of doubt, Unsecured Shorter-Term
Indebtedness shall also include any refinancing, refunding, renewal or extension of any Unsecured Shorter-Term Indebtedness so
long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements of clause (a).


 






    38


     


    

 


“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.


 


“Withholding
Agent” means any Obligor and the Administrative Agent.


 


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


 


“wholly
owned Subsidiary” of any person shall mean a Subsidiary of such person, all of the Equity Interests of which (other
than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such
person and/or one or more wholly owned Subsidiaries of such person. Unless the context otherwise requires, “wholly owned
Subsidiary Guarantor” shall mean a wholly owned Subsidiary that is a Subsidiary Guarantor.


 


“Write-Down
and Conversion Powers” means, 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.


 


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 “Dollar
Loan” or a “Multicurrency Loan”), by Type (e.g., an “ABR Loan”) or by Class and Type (e.g., a “Multicurrency
Eurocurrency Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Dollar Borrowing”
or a “Multicurrency Borrowing”), by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., a “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 (subject to any restrictions on such successors and assigns
set forth herein), (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.


 






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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, 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), then Borrower, Administrative Agent and the Lenders agree to enter into
negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply
with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after
such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably
reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s
compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before
such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants
and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standard Codification 825, all determinations
relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made
on the basis that the Borrower has not adopted Accounting Standard Codification 825.


 


SECTION 1.05.
     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 date hereof. Except as provided in Section 2.09(b) and the last sentence of Section
2.16(a), for purposes of determining (i) whether the amount of any Borrowing under the Multicurrency Commitments, together with
all other Borrowings 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 Covered Debt Amount and (v) the Borrowing Base or the Value or the
fair market value of any Portfolio Investment, the outstanding principal amount of any Borrowing 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 or Portfolio Investment, as the case
may be, determined as of the date of such Borrowing (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; provided that in
connection with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(d) or (e), such amounts shall be determined
as of the date of the delivery of such Borrowing Base Certificate. Where any amount is denominated in Dollars under this Agreement
but requires for its determination an amount which is denominated in a Foreign Currency, such amounts shall be converted to the
Foreign Currency Equivalent on the date of determination. 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 2.09(d), 5.02(e), 5.08(c)(ii), 6.01(e), 6.03(h) or 6.04(i) of this Agreement, in no event shall the
Borrower or any Obligor be deemed to not be in compliance with any such basket solely as a result of a change in exchange rates.


 






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SECTION 1.06.
     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 date hereof 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.


 






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ARTICLE II



THE CREDITS


 


SECTION 2.01.
     The Commitments.


 


(a)       Subject
to the terms and conditions set forth herein, each Dollar Lender agrees to make Dollar Loans to the Borrower from time to time
during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving
Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (b) the aggregate Revolving Dollar Credit Exposure
of all of the Lenders exceeding the aggregate Dollar Commitments, or (c) the total Covered Debt Amount exceeding the Borrowing
Base then in effect; and


 


(b)       Subject
to the terms and conditions set forth herein, each Multicurrency Lender agrees to make Multicurrency Loans to the Borrower from
time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving
Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (b) the aggregate Revolving Multicurrency
Credit Exposure of all the Lenders exceeding the aggregate Multicurrency Commitments or (c) the total Covered Debt Amount exceeding
the Borrowing Base then in effect.


 


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


 


SECTION 2.02.
     Loans and Borrowings.


 


(a)       Obligations
of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class, 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 2.12, each 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 Pro-Rata Borrowing
denominated in Dollars shall be constituted entirely of ABR Loans or of Eurocurrency Loans. Each Borrowing denominated in an Agreed
Foreign Currency shall be constituted entirely of Eurocurrency Loans. 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 (i) 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,
and (ii) in exercising such option, such Lender shall use reasonable efforts to minimize any increased costs to the Borrower
resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines
would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous
to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.13
shall apply).


 






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(c)       Minimum
Amounts. Each Borrowing (whether Eurocurrency or ABR) shall be in an aggregate amount of $1,000,000 or a whole multiple of
$100,000 in excess thereof or, with respect to any Agreed Foreign Currency, such smaller minimum amount as may be agreed to by
the Administrative Agent; provided that a 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 2.04(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) any Borrowing if the Interest Period requested therefor would end after the Maturity Date.


 


SECTION 2.03.
     Requests for
Borrowings.


 


(a)       Notice
by the Borrower. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by delivery of
a signed Borrowing Request or by telephone (followed promptly by delivery of a signed Borrowing Request) (i) in the case
of a Eurocurrency Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business
Days before the date of the proposed Borrowing or (ii) in the case of a Eurocurrency Borrowing denominated in an Agreed Foreign
Currency, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, or
(iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of
the proposed Borrowing. Each such request for a Borrowing shall be irrevocable. Notwithstanding the other provisions of this Agreement,
in the case of any Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan
in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to
the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as set forth in this Agreement,
a Pro-Rata Borrowing shall be treated as being comprised of two separate Borrowings, a Dollar Borrowing under the Dollar Commitments
and a Multicurrency Borrowing under the Multicurrency Commitments.


 


(b)       Content
of Borrowing Requests. Each request for a Borrowing (whether a written Borrowing Request or a telephonic request) shall specify
the following information in compliance with Section 2.02:


 


(i)       whether
such Borrowing is to be made under the Dollar Commitments, the Multicurrency Commitments or is a Pro-Rata Borrowing;


 


(ii)      if
such Borrowing is a Pro-Rata Borrowing, the Pro-Rata Dollar Portion and the Pro-Rata Multicurrency Portion;


 


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


 


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


 


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


 






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(vi)     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


 


(vii)    the
location and number of the Borrower’s account (or such other account(s) as the Borrower may designate in a written Borrowing
Request accompanied by information reasonably satisfactory to the Administrative Agent as to the identity and purpose of such
other account(s)) to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.


 


(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 Lender of the details thereof and of the amount of such Lender’s Loan to be made
as part of the requested Borrowing.


 


(d)       Failure
to Elect. If no election as to the Class of a Borrowing is specified, then the requested Borrowing shall be denominated in
Dollars and shall be a Pro-Rata Borrowing. If no election as to the Currency of a Borrowing is specified then the requested Borrowing
shall be denominated in Dollars. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall
be a Eurocurrency Borrowing having an Interest Period of one (1) month and, if an Agreed Foreign Currency has been specified,
the requested Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign Currency and having an Interest Period
of one (1) 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 (1) month’s
duration.


 


SECTION 2.04.
     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 the Issuing Bank to issue, at any time and from time to time during the Availability Period and under the Multicurrency
Commitments, Letters of Credit denominated in Dollars or in any Agreed Foreign Currency for its own account or for the account
of its designee (provided the Obligors shall remain primarily liable to the Lenders hereunder for payment and reimbursement of
all amounts payable in respect of such Letter of Credit hereunder) for the purposes set forth in Section 5.09 in such form as
is acceptable to the Issuing Bank in its reasonable determination and for the benefit of such named beneficiary or beneficiaries
as are specified by the Borrower. Letters of Credit issued hereunder shall constitute utilization of the Multicurrency Commitments
up to the aggregate amount then available to be drawn thereunder.


 






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(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 the Issuing Bank) to the 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, stating that such Letter of Credit
is to be issued under 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. The Administrative Agent will promptly notify
the Multicurrency Lenders following the issuance of any Letter of Credit. If requested by the Issuing Bank, the Borrower also
shall submit a letter of credit application on the 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,
the 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 Issuing Bank (determined for these purposes
without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall
not exceed $25,000,000, (ii) the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency
Commitments and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.


 


(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; provided, further, that (x) in no event shall any Letter of Credit have an expiration date that
is later than the Revolver Termination Date unless the Borrower (1) deposits, on or prior to the Revolver Termination Date, into
the Letter of Credit Collateral Account Cash, in an amount equal to 102% of the undrawn face amount of all Letters of Credit that
remain outstanding as of the close of business on the Revolver Termination Date and (2) pays in full, on or prior to the Revolver
Termination Date, all commissions required to be paid with respect to any such Letter of Credit through the then-current expiration
date of such Letter of Credit and (y) no Letter of Credit shall have an expiry date after the Maturity Date.


 


(e)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing
Bank, and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Multicurrency
Lender, and each Multicurrency Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit.
Each Multicurrency 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 Commitments, provided that no Multicurrency Lender shall be required to purchase a participation in a Letter of
Credit pursuant to this Section 2.04(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 Required Multicurrency Lenders shall have
so notified the Issuing Bank in writing and shall not have subsequently determined that the circumstances giving rise to such
conditions not being satisfied no longer exist.


 






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In
consideration and in furtherance of the foregoing, each Multicurrency Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each
LC Disbursement made by the Issuing Bank in respect of Letters of Credit promptly upon the request of the 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 2.05 with respect to Loans
made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Multicurrency Lenders),
and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Multicurrency 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 Issuing Bank or, to the extent that the Multicurrency Lenders have
made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests
may appear. Any payment made by a Multicurrency Lender pursuant to this paragraph to reimburse the 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.


 


(f)       Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the 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, the Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 that such payment be financed with an ABR Borrowing of either Class (or a Pro-Rata Borrowing)
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 ABR Borrowing.


 


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 Multicurrency Percentage
thereof.


 



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(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
the 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 the 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 the 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 the Issuing Bank; provided that the foregoing shall
not be construed to excuse the 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 the 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 Bank 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;


 


(ii)      the
Issuing Bank shall have the right, in its 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 Bank 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. The 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. The 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 the 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 the Issuing Bank and the applicable Lenders with respect to any
such LC Disbursement.


 






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(i)       Interim
Interest. If the 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 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 2.11(c) shall
apply. Interest accrued pursuant to this paragraph shall be for account of the 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 the Issuing Bank shall
be for account of such Lender to the extent of such payment.


 


(j)       Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Bank. In addition to the foregoing, if a Lender becomes, and during the period in which it remains,
a Defaulting Lender, and any Default has arisen from a failure of the Borrower to comply with Section 2.17(c), then the Issuing
Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank, 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 (5) 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 a successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement under any of the foregoing circumstances shall become effective, the Borrower
shall pay all unpaid fees accrued for account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the
effective date of any such replacement, (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” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.


 


(k)       Cash
Collateralization. If the Borrower shall be required or shall elect, as the case may be, to provide cover for LC Exposure
pursuant to Section 2.04(d), Section 2.08(a), Section 2.09(b), 2.17(c)(ii) or the third to last paragraph of Article VII,
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 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 the applicable section. 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.


 






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SECTION 2.05.
     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 1:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting
the amounts so received, in like funds, to the account(s) designated by the Borrower in the applicable Borrowing Request; provided
that ABR Borrowings made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f) shall be remitted
by the Administrative Agent to the Issuing Bank.


 


(b)       Presumption
by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
date of any Borrowing 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, in reliance upon such assumption, the Administrative Agent may (in its sole discretion and without any
obligation to do so) 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 and (ii) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing. 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 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 2.06.
     Interest Elections.


 


(a)       Elections
by the Borrower for Borrowings. Subject to Section 2.03(d), the Loans constituting each 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, subject to Section 2.06(e), 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 Borrowing of a Class may only be continued or converted into a Borrowing of the same Class, (ii) a Borrowing denominated
in one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (iii) no Eurocurrency Borrowing
denominated in a Foreign Currency may be continued if, after giving effect thereto, the aggregate Revolving Multicurrency Credit
Exposures would exceed the aggregate Multicurrency Commitments, and (iv) a Eurocurrency Borrowing denominated in a Foreign Currency
may not be converted into 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 (except as provided under Section 2.12(b)), and the Loans constituting
each such portion shall be considered a separate Borrowing.


 






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


 


(c)       Content
of Interest Election Requests. Each telephonic and written notice of election pursuant to Section 2.06(b) shall specify
the following information in compliance with Section 2.02:


 


(i)       the
Borrowing (including the Class) 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);
provided that there shall be no more than ten (10) separate Borrowings outstanding at any one time.


 


(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.


 






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(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 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 (1) month’s duration. Notwithstanding
any contrary provision hereof, 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, (ii) the
Borrower shall not be entitled to elect to convert any Borrowing into a Eurocurrency Borrowing and (iii) any Eurocurrency Borrowing
denominated in a Foreign Currency shall not have an Interest Period of more than one (1) month’s duration.


 


SECTION 2.07.     Termination,
Reduction or Increase of the Commitments.


 


(a)       Scheduled
Termination. Unless previously terminated in accordance with the terms of this Agreement, on the Revolver Termination Date
the Commitments of each Class shall automatically be reduced to an amount equal to the aggregate principal amount of the Loans
and LC Exposure of all Lenders of such Class outstanding on the Revolver Termination Date and thereafter to an amount equal to
the aggregate principal amount of the Loans and LC Exposure outstanding after giving effect to each payment of principal and each
expiration or termination of a Letter of Credit thereunder; provided that, for clarity, no Lender shall have any obligation
to make new Loans or to issue, amend or renew an existing Letter of Credit on or after the Revolver Termination Date, and any
Loans outstanding on the RevolvingRevolver
Termination Date shall be due and payable on the Maturity Date in accordance with Section 2.08.


 


(b)       Voluntary
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments ratably among
each Class; provided that (i) each reduction of the Commitments pursuant to this Section 2.07(b) shall be in
an amount that is $5,000,000 or a whole multiple of $100,000 in excess thereof and (ii) the Borrower shall not terminate
or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans of any Class in accordance with Section 2.09,
the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class.


 


(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 (3) 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 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.


 




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(e)           [Intentionally
Omitted].


 


(f)           Increase
of the Commitments.


 


(i)          Requests
for Increase by Borrower. The Borrower shall have the right, at any time prior to the Revolver Termination Date, to propose
that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”) by
notice to the Administrative Agent specifying 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 (3) Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery
of such notice and thirty (30) days prior to the Revolver Termination Date; provided that each Lender may determine in
its sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further 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 $1,000,000 or a whole multiple of $500,000 in excess thereof (or, in each
case, in such other amounts as agreed by the Administrative Agent),


 


(B)       immediately
after giving effect to such Commitment Increase, the sum of the total Commitments of all of the Lenders hereunder shall not exceed
$400,000,000600,000,000;


 


(C)       each
Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (which consent shall not 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 and the other Loan Documents shall be true and correct in all material
respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be
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. On the Commitment Increase Date for any Commitment Increase, each Assuming Lender part
of such Commitment Increase, if any, shall become a Lender hereunder as of such Commitment Increase Date with Commitment in the
amount set forth in the agreement referred to in Section 2.07(f)(ii)(y) and the Commitment of the respective Class of any
Increasing Lender part of such Commitment Increase shall be increased as of such Commitment Increase Date to the amount set forth
in the agreement referred to in Section 2.07(f)(ii)(y); provided that:


 






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(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 reasonably 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, as applicable, 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.


 


(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 each Commitment Increase Date, the Borrower shall (A) prepay the outstanding
Loans (if any) of such 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 Lenders of such Class (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class
the amounts, if any, payable under Section 2.14 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. Notwithstanding the foregoing,
unless otherwise consented in writing by the Borrower, no Commitment Increase Date shall occur on any day other than the last
day of an Interest Period. Immediately prior to the effectiveness of the new Commitments on the Commitment Increase Date, the
Administrative Agent shall amend Schedule 1.01(bc)
to reflect the aggregate amount of each Lender’s Commitments (including Increasing Lenders and Assuming Lenders). Each reference
to Schedule 1.01(bc) in this Agreement shall
be to Schedule 1.01(bc) as amended pursuant
to this Section.


 






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SECTION 2.08.     Repayment
of Loans; Evidence of Debt.


 


(a)          Repayment.
Subject to, and in accordance with, the terms of this Agreement, the Borrower hereby unconditionally promises to pay to the Administrative
Agent for account of the Lenders of each Class the outstanding principal amount of the Loans of such Class and all other amounts
due and owing hereunder and under the other Loan Documents on the Maturity Date.


 


In
addition, on the Maturity Date, to the extent any Letter of Credit is outstanding (notwithstanding the requirement of Section
2.04(f)), the Borrower shall deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the undrawn
face amount of all Letters of Credit outstanding on the close of business on the Maturity 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.


 


(b)          Manner
of Payment. Prior to any repayment or prepayment of any Borrowings of any Class 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 2.09(f) prior to the scheduled date of such repayment; provided that each repayment of Borrowings 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 pro rata between any outstanding Dollar
ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the
order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest
Period to be repaid first) and, third, within each Class, to any remaining Borrowings 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 Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing.
Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing (except
as otherwise provided in Section 2.12(b)).


 


(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 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.


 






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(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 manifest 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. In the event of
any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent
in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.


 


(f)           Promissory
Notes. Any Lender may request that Loans 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 permitted registered assigns) and in a form attached hereto as Exhibit C. 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 permitted registered assigns).


 


SECTION 2.09.     Prepayment
of Loans.


 


(a)          Optional
Prepayments. The Borrower shall have the right at any time and from time to time (but subject to Sections 2.09(e) and
(f)) to prepay any Borrowing in whole or in part, without premium or fee (but subject to Section 2.14), subject to the requirements
of this Section. Each prepayment in part under this Section 2.09(a) shall be in a minimum amount of $1,000,000 or a whole
multiple of $100,000 in excess thereof.


 


(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.


 






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(ii)         Prepayment.
If on the date of such determination the aggregate Revolving Multicurrency Credit Exposure exceeds 105% of the aggregate amount
of the Multicurrency Commitments as then in effect, the Borrower shall prepay the Multicurrency Loans (and/or provide cover for
LC Exposure as specified in Section 2.04(k)) within 15 Business Days of such date of determination such amounts as shall be necessary
so that after giving effect thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments.


 


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 Multicurrency Loans outstanding and second, as cover for LC
Exposure.


 


(c)          Mandatory
Prepayments due to Excess Revolving Credit Exposure and Borrowing Base Deficiency. In the event that the amount of total Revolving
Credit Exposure exceeds the total Commitments, the Borrower shall prepay (but subject to Sections 2.09(e) and (f)) Loans
(and/or provide cash in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed
the total Commitments). In the event that the amount of total Revolving Dollar Credit Exposure exceeds the total Dollar Commitments,
the Borrower shall prepay (but subject to Sections 2.09(e) and (f)) Loans (and/or provide cover for Letters of Credit as
contemplated by 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Dollar Credit Exposure does
not exceed the total Dollar Commitments. In the event that the amount of total Revolving Multicurrency Credit Exposure exceeds
the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to under Section 2.09(b)),
the Borrower shall prepay (but subject to Sections 2.09(e) and (f)) Loans (and/or provide cover for Letters of Credit as
contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Multicurrency Credit
Exposure does not exceed the total Multicurrency Commitments. In the event that at any time any Borrowing Base Deficiency shall
exist, promptly (but in no event later than 5 Business Days), the Borrower shall (subject to Sections 2.09(e) and (f)) either
prepay (x) the Loans (or provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base
Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness in such amounts as shall be necessary so that
such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness,
at least ratably (based on the outstanding principal amount of such indebtedness) as to payments of Loans in relation to Other
Covered Indebtedness); provided, that if within such 5 Business Day period, the Borrower shall present to the Administrative
Agent a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing
Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day
period shall include the 5 Business Days permitted for delivery of such plan) , then such prepayment or reduction shall be effected
in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments
set forth above in this Section 2.09(c)). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c)
for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event
that the Borrowing Base Deficiency is not cured prior to the end of such 5 Business Day period (or, if applicable, such 30- Business
Day period), it shall constitute an Event of Default under clause (a) of Article VII.


 






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(d)          Mandatory
Prepayments due to Certain Events Following Availability Period. Subject to the last paragraph of this Section 2.09(d), and
Sections 2.09(e), (f) and (g) below:


 


(i)          Asset
Sales. In the event that any Obligor shall receive any Net Asset Sale Proceeds at any time after the Availability Period,
the Borrower shall, no later than the third Business Day following the receipt of such Net Asset Sale Proceeds, prepay the Loans
(and/or provide cover for Letters of Credit as contemplated by 2.04(k)) in an amount equal to such Net Asset Sale Proceeds (and
the Commitments shall be permanently reduced by such amount); provided that with respect to Asset Sales of assets that
are not Portfolio Investments, the Borrower shall not be required to prepay the Loans (and/or provide cover for Letters of Credit
as contemplated by 2.04(k)) unless and until (and to the extent that) the aggregate Net Asset Sale Proceeds relating to all such
Asset Sales are greater than $2,000,000.


 


(ii)         Extraordinary
Receipts. In the event (but only to the extent) that the aggregate Net Extraordinary Receipts received by the Obligors at
any time after the Availability Period exceed $2,000,000, the Borrower shall, no later than the third Business Day following the
receipt of such excess Net Extraordinary Receipts, prepay the Loans (and/or provide cover for Letters of Credit as contemplated
by 2.04(k)) in an amount equal to such excess Net Extraordinary Receipts (and the Commitments shall be permanently reduced by
such amount).


 


(iii)        Return
of Capital. In the event that any Obligor shall receive any Net Return of Capital at any time after the Availability Period,
the Borrower shall, no later than the third Business Day following the receipt of such Net Return of Capital, prepay the Loans
(and/or provide cover for Letters of Credit as contemplated by 2.04(k)) in an amount equal to 100% of such Net Return of Capital
(and the Commitments shall be permanently reduced by such amount).


 


(iv)       Equity
Issuances. In the event that the Borrower shall receive any Cash proceeds from the issuance of Equity Interests of the Borrower
at any time after the Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such
Cash proceeds, prepay the Loans (and/or provide cover for Letters of Credit as contemplated by 2.04(k)) in an amount equal to
seventy-five percent (75%) of such Cash proceeds, net of underwriting discounts and commissions or other similar payments and
other costs, fees, premiums and expenses directly associated therewith, including reasonable legal fees and expenses (and the
Commitments shall be permanently reduced by such amount).


 






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(v)        Indebtedness.
In the event that any Obligor shall receive any Cash proceeds from the issuance by such Obligor of Indebtedness (excluding Hedging
Agreements permitted by Section 6.01 and other Indebtedness permitted by Section 6.01(f), (g), (h) and (i)) at any time
after the Availability Period, such Obligor shall, no later than the third Business Day following the receipt of such Cash proceeds,
prepay the Loans (and/or provide cover for Letters of Credit as contemplated by 2.04(k)) in an amount equal to such Cash proceeds,
net of underwriting discounts and commissions or other similar payments and other costs, fees, commissions, premiums and expenses
directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the Commitments shall be
permanently reduced by such amount).


 


(vi)       Mandatory
Prepayment of Eurocurrency Loans. If the Loans to be prepaid pursuant to Sections 2.09(d)(i), (ii) and (iii) are Eurocurrency
Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest Period applicable
to such Loans, so long as the Borrower deposits an amount equal to an amount required to be prepaid, no later than the third Business
Day following the receipt of such amount, into a segregated collateral account in the name and under the dominion and control
(within the meaning of Section 9-104 of the Uniform Commercial Code) of the Administrative Agent pending application of such
amount to the prepayment of the Loans (and permanent reduction of the Commitments) on the last day of such Interest Period.


 


(e)          Payments
following the Revolver Termination Date or During an Event of Default. Notwithstanding any provision to the contrary in Section
2.08 or this Section 2.09 (but subject to Section 2.09(f)(ii)), following the Revolver Termination Date or if an Event of Default
shall have occurred and be continuing:


 


(i)         No
optional prepayment of the Loans of any Class shall be permitted unless at such time, the Borrower also prepays the Loans of the
other Class or, to the extent no Loans of the other Class are outstanding, provides cash collateral as contemplated by Section
2.04(k) for outstanding Letters of Credit of such Class, which prepayment (and cash collateral) shall be made on a pro-rata basis
(based on the outstanding principal amounts of such Indebtedness) between each outstanding Class of Revolving Credit Exposure;


 


(ii)        Any
prepayment of Loans required to be made pursuant to clause (c) above shall be applied to prepay Loans (and provide cover for Letters
of Credit as contemplated by 2.04(k)) on a pro-rata basis between each outstanding Class of Revolving Credit Exposure.


 


(iii)       Any
prepayment of Loans in Dollars required to be made in connection with any of the events specified in Section 2.09(d) shall be
applied ratably (based on the outstanding principal amounts of such indebtedness) between the Dollar Lenders and the Multicurrency
Lenders based on the then outstanding Loans and Letters of Credit denominated in Dollars. So long as no Event of Default has occurred
and is continuing, each prepayment in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds
from a prepayment event in such Agreed Foreign Currency) shall be applied ratably among just the Multicurrency Lenders and, if
after such payment, the balance of the Loans denominated in such currency is zero, then if there are any remaining proceeds, the
Borrower shall prepay the Loans (or provide cover for outstanding Letters of Credit as contemplated by 2.04(k)) on a pro-rata
basis between each outstanding Class of Revolving Credit Exposure; provided that, if an Event of Default has occurred and
is continuing, then each prepayment in an Agreed Foreign Currency shall be made ratably (based on the aggregate Dollar Equivalents
of the outstanding principal amounts of such indebtedness) between Dollar Loans and Multicurrency Loans and Letters of Credit.


 






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(f)          Notices,
Etc.


 


(i)          The
Borrower shall notify the Administrative Agent in writing or by telephone (followed promptly by written confirmation) of
any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing denominated in Dollars under Section 2.09(a),
not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case
of a prepayment of a Eurocurrency Borrowing denominated in Foreign Currency under Section 2.09(a), not later than 11:00 a.m.,
London Time, three Business Days before the date of prepayment, or (iii) in the case of prepayment of an ABR Borrowing, or
any prepayment under Section 2.09(b), (c) or (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 a notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice
of termination is revoked in accordance with Section 2.07 and any such notices given in connection with any of the events
specified in Section 2.09(d) may be conditioned upon (x) the consummation of the Asset Sale or the issuance of Equity
Interests or Indebtedness (as applicable) or (y) the receipt of net cash proceeds from Net Extraordinary Receipts or Net
Return of Capital. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise
the Lenders of the contents thereof. Subject to clauses (b), (c) and (e) above
and to the proviso of Section 2.16(c), each prepayment in Dollars shall be applied ratably (based on the outstanding principal
amounts of such indebtedness) between the Dollar Lenders and the Multicurrency Lenders based on the then outstanding Loans denominated
in Dollars and each prepayment in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds
from a prepayment event in such Agreed Foreign Currency) shall be applied ratably among the Multicurrency Lenders. 


 


(ii)         In
the event the Borrower is required to make any concurrent payments under both paragraph (b) and also another paragraph of this
Section 2.09, any such prepayment shall be applied toward a prepayment pursuant to paragraph (b) before any prepayment pursuant
to any other paragraph of this Section 2.09.


 


(iii)       Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.11 and shall be made in the manner specified
in Section 2.08(b).


 


(g)          RIC
Tax Distributions. Notwithstanding anything herein to the contrary, Net Asset Sale Proceeds, Net Extraordinary Receipts and
Net Return of Capital required to be applied to the prepayment of the Loans pursuant to Section 2.09(d) shall exclude the amounts
estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve
the objectives set forth in (i), (ii) and (iii) of Section 6.05(b) hereof.


 






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SECTION 2.10.     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 the Applicable Commitment Fee Rate on the unused amount of the Dollar Commitment and Multicurrency Commitment of such Lender,
as applicable, on each day during the period from and including the Effective Date to the earlier of the date the Commitments
terminate and the Revolver Termination Date. Accrued commitment fees shall be payable (x) within one Business Day after each
Quarterly Date and (y) on the earlier of the date the Commitments terminate and the Revolver 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, the Commitments of any Class of a Lender shall be deemed to be used to the extent of the outstanding
Loans and LC Exposure of such Class of such Lender.


 


(b)          Letter
of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for account of each Multicurrency Lender a
participation fee with respect to its participations in Letters of Credit, 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
(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 Multicurrency Commitment terminates and the date on which
such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of
one half of one percent (0.5%) per annum on the average daily amount of the 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 the 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 date on which the Multicurrency Commitments terminate
(the “termination date”), 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 Multicurrency 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 amount of such fees that ultimately accrue through
the date of such expiration or termination). Any other fees payable to the 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 and Expenses. All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment
fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances absent manifest error. Any fees
representing the Borrower’s reimbursement obligations of expenses, to the extent requirements of invoice not otherwise specified
in this Agreement, shall be due (subject to the other terms and conditions contained herein) within ten Business Days of the date
that the Borrower receives from the Administrative Agent a reasonably detailed invoice for such reimbursement obligations.


 


SECTION 2.11.     Interest.


 


(a)          ABR
Loans. The Loans constituting each ABR Borrowing 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 described in clause (a), (b), (d) (only with
respect to Section 6.07), (h), (i) or (j) of Article VII has occurred and is continuing, or on demand of the
Administrative Agent or the Required Lenders if any Event of Default described in any other clause of Article VII has
occurred and is continuing, or if the Covered Debt Amount exceeds the Borrowing Base during the 30-Business Day period
referred to in Section 2.09(c), the interest applicable to Loans shall accrue, and any fee or other amount not paid when
due 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, or
(ii) 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.


 


(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 upon termination in full of the Commitments; 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 an ABR Loan prior to the 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 prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable
on the effective date of such conversion.


 






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(e)          Computation.
All interest hereunder shall be computed on the basis of a year of 360 days, except that (a) Eurocurrency Borrowings in Canadian
Dollars shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (b) Eurocurrency Borrowings in Pounds
Sterling and ABR Borrowings, at times when the Alternate Base Rate is based on the Prime Rate, shall be computed on the basis
of a year of 365 days 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 2.12.     Eurocurrency
Borrowing Provisions.


 


(a)          Alternate
Rate of Interest. If prior to the commencement of the Interest Period for any Eurocurrency Borrowing of a Class (the Currency
of such Borrowing herein called the “Affected Currency”):


 


(i)          the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate for the Affected Currency for such Interest Period; or


 


(ii)         the
Administrative Agent is advised by the Required Lenders of such Class 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
Eurocurrency Loans included in such Borrowing for such Interest Period;


 


then
the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders in writing or by telephone (promptly
confirmed in writing) or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower
and such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that
requests the conversion of any Eurocurrency Borrowing to, or the continuation of any Eurocurrency Borrowing in the applicable
currency or for the applicable Interest Period, as the case may be, shall be ineffective, (ii) if such Borrowing is requested
in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if such Borrowing is requested in any Agreed Foreign Currency,
then the Eurocurrency Rate for such Eurocurrency Borrowing shall be at the rate equal to the cost to each Lender to fund its pro
rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in
its reasonable discretion) (such rate, the “COF Rate”); provided, further that if the circumstances giving
rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 






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(b)          Illegality.
Without duplication of any other rights that any Lender has hereunder, if any Lender determines that any law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful for any Lender to make, maintain or fund Loans whose interest
is determined by reference to the LIBO Rate, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any LIBO
Quoted Currency in the London interbank market, then, on notice thereof by such Lender to the Borrower and the Administrative
Agent, (i) any obligation of such Lender to make or continue Eurocurrency Borrowings or to convert ABR Borrowings to Eurocurrency
Borrowings shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Eurocurrency
Borrowings the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest
rate on which ABR Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice,
(x) (A) all Eurocurrency Borrowings in Dollars of such Lender shall automatically convert to ABR Borrowings (the interest
rate on which ABR Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the LIBO Rate component of the Alternate Base Rate) and (B) all Eurocurrency Borrowings in an Agreed
Foreign Currency of such Lender shall accrue interest at the COF Rate, in each case either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurocurrency Borrowings (in which
event Borrower shall not be required to pay any yield maintenance, breakage or similar fees) and (y) if such
notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative
Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to
the LIBO Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal for
such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such conversion, the Borrower shall also
pay accrued interest on the amount so converted. To the extent any Eurocurrency Borrowing so converted is in an Agreed Foreign
Currency, such Eurocurrency Borrowing shall be converted to Dollars based on the Dollar Equivalent of such Borrowing at the time
of such conversion.


 


SECTION 2.13.     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 the Issuing Bank; or


 


(ii)         impose
on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes, which
shall be governed by Section 2.15 hereof) affecting this Agreement or Eurocurrency Loans made by such Lender or participation
therein;


 


and
the result of any of the foregoing shall be to increase the cost to such Lenders of making or maintaining any Eurocurrency Loan
(or of maintaining its obligation to make any such Eurocurrency Loan) or to increase the cost to such Lender or the 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 the Issuing Bank hereunder (whether of principal, interest or otherwise) with respect to such Lender’s Eurocurrency
Loans, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or
amounts as will compensate such Lender or the Issuing Bank for such additional costs incurred or reduction suffered.


 






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


 


(c)          Certificates
from Lenders. A certificate of a Lender or the Issuing Bank setting forth in reasonable detail the basis for and calculation
of the amount or amounts, in Dollars, necessary to compensate such Lender or the 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 the 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 the Issuing Bank to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided
that no Obligor shall be required to compensate a Lender or the Issuing Bank pursuant to the foregoing provisions of this Section for
any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the Issuing Bank
notifies the Borrower in writing of any such Change in Law giving rise to such increased costs or reductions.


 


SECTION 2.14.     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 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 Eurocurrency
Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable
under Section 2.09(f) and is revoked in accordance herewith), (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
or (e) the conversion of any Eurocurrency Loan other than on the last day of an Interest Period therefor as a result of the occurrence
of a CAM Exchange, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable
to such event. 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


 






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(i)          the
amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan referred to in clauses
(a) through (e) of this Section 2.14 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 Eurocurrency 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


 


(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 (or, in the case of any Non-LIBO Quoted Currency, in the relevant
market for such Non-LIBO Quoted Currency) at the commencement of such period.


 


Payments
under this Section shall be made upon written request of a Lender delivered to the Borrower not later than 30 Business
Days following a payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this
Section, accompanied by a written certificate of such Lender setting forth in reasonable detail 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 2.15.     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; provided that if any applicable law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from such
payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall pay
the full amount deducted to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered
Tax, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions
and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or
the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings
in respect of Covered Taxes been made.


 


(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 Obligors. The Obligors shall jointly and severally indemnify the Administrative Agent, each Lender and the Issuing
Bank for and, within 10 Business Days after written demand therefor, pay the full amount of any Covered Taxes or Other Taxes (including
Covered Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15(c)) paid by
the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Covered Taxes or Other 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 the
Borrower by a Lender or the Issuing Bank, by the Administrative Agent on its own behalf or on behalf of a Lender or the 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 days after demand therefor, for
(i) any Covered Taxes attributable to such Lender (but only to the extent that any Obligor has not already indemnified the Administrative
Agent for such Covered Taxes and without limiting the obligation of the Obligors 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 (e).


 


(e)          Evidence
of Payments. As soon as practicable after any payment of Covered Taxes or Other Taxes by any Obligor 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. If the Borrower fails to pay any Covered Taxes or Other Taxes when due to the appropriate Governmental
Authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower
shall indemnify the Administrative Agent and each Lender for any incremental taxes, interest or penalties that may become payable
by the Administrative Agent or such Lender as a result of such failure (without duplication of amounts indemnified under Section
2.15(c)).


 


(f)          Status
of Lenders. Any 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 any Loan
Document 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 as will permit such payments to
be made without withholding or at a reduced rate.


 


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.


 






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Without
limiting the generality of the foregoing, if the Borrower is resident for U.S. federal income tax purposes in the United States,
(A) any Lender that is a “United States person” as defined in section 7701(a)(30) of the Code shall deliver to
the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the request of the Borrower or the Administrative Agent), executed originals of Internal Revenue
Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by the Borrower
or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether
or not such Lender is subject to backup withholding or information reporting requirements; and (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, in any event, only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable:


 


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


 


(ii)        duly
completed executed originals 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,


 


(iii)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(A) a certificate, signed under penalties of perjury, 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 (B) duly completed executed originals of Internal Revenue Service Form W-8BEN
or Form W-8BEN-E (or any successor form) certifying that
the Foreign Lender is not a United States Person, or


 


(iv)       any
other form including Internal Revenue Service Form W-8IMY, as prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States 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.


 


(g)          If
a payment made to a Lender under this Agreement would be subject to U.S. federal 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 Administrative Agent and the Borrower 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 Administrative Agent or the Borrower, at the time or times prescribed by law and at such time or times
reasonably requested by the Administrative Agent or the Borrower, as may be necessary for the Administrative Agent and the Borrower
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from any such payment. Solely for purposes of this Section 2.15(g),
“FATCA” shall include any amendment made to FATCA after the Effective Date.


 






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(h)          Each
Lender shall update the forms, certifications and documentation described in Sections 2.15(f) and (g) promptly upon the expiration
or invalidity of any form, certificate or documentation 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 that it becomes
aware that it no longer satisfies the legal requirements to provide any previously delivered form, certificate or documentation
to the Borrower (or any other form, certification or documentation adopted by the U.S. or other taxing authorities for such purpose).


 


(i)          Conduit
Financing Arrangements. Each Lender represents that as of the date hereofAmendment
No. 2 Effective Date (or, in the case of an assignee pursuant to Section 9.04(b)(i), as of the date of assignment)
it is not participating in a conduit financing arrangement as defined in Treasury Regulations Section 1.881-3 (regardless of whether
such arrangement is pursuant to the use of an SPC as defined in Section 9.04(e)) in connection with its participation in any of
the Loan Documents (a “Conduit Financing Arrangement”). Notwithstanding anything to the contrary in this Section 2.15,
if the Internal Revenue Service determines that any SPC (as defined in Section 9.04(e)) is a conduit entity participating in a
Conduit Financing Arrangement with respect to any Loan Document and the Borrower was not a participant to such arrangement (other
than as a Borrower under this Agreement), then (i) the Borrower shall have no obligation to pay additional amounts or indemnify
the SPC for any Taxes with respect to any payments hereunder to the extent that the amount of such Taxes exceeds the amount that
would have otherwise been withheld or deducted had the Internal Revenue Service not made such a determination and (ii) such SPC
shall indemnify the Borrowers in full for any and all taxes for which the Borrower is held directly liable under Section 1461
of the Code by virtue of such Conduit Financing Arrangement; provided that such Borrower (A) promptly forward to the indemnitor
an official receipt of such documentation satisfactorily evidencing such payment, (B) contest such tax upon the reasonable request
of the indemnitor and at such indemnitor’s cost, and (C) pay such indemnitor within thirty (30) days any refund of such
taxes (including interest thereon).


 


(j)          Treatment
of Certain Refunds. If the Administrative Agent, any Lender or an Issuing Bank determines, in its sole discretion, that it
has received a refund or credit of any Covered Taxes or Other Taxes as to which it has been indemnified by any Obligor or with
respect to which any Obligor has paid additional amounts pursuant to this Section 2.15, it shall pay to the Borrower an amount
equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by any Obligor
with respect to the Covered Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses
of the Administrative Agent or any Lender, as the case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund or credit); provided that the Borrower, upon the request of the Administrative
Agent, any Lender or the 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 the Issuing Bank in
the event the Administrative Agent, any Lender or the Issuing Bank is required to repay such refund or credit to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent, any Lender
or the Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place
the Administrative Agent, such Lender or the Issuing Bank in a less favorable net position after-Taxes than the Administrative
Agent, such Lender or the Issuing Bank 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
the 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.


 






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SECTION 2.16.     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, reimbursement of LC Disbursements, or under Section 2.13, 2.14 or 2.15, or otherwise) or under any other Loan
Document (except to the extent otherwise provided therein) prior to 12:00 noon, Local Time, on the date when due, in immediately
available funds, without set-off, deduction 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 the Issuing Bank as expressly provided
herein and payments pursuant to Sections 2.13, 2.14, 2.15 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.


 


All
amounts owing under this Agreement (including commitment fees, payments required under Sections 2.13, 2.14 and 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 or any reimbursement or cash collateralization of any LC Exposure
denominated in any Foreign Currency, 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 or LC Disbursement when due (whether at stated maturity, by acceleration, by mandatory prepayment or
otherwise), the unpaid portion of such Loan or LC Disbursement shall, if such Loan or LC Disbursement 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.


 






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(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 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 when due to such parties.


 


(c)          Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the
Lenders of such Class, each payment of commitment fee under Section 2.10 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 under Section 2.07, Section
2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts
of their respective Commitments of such Class; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders
according to the amounts of their respective Commitments of such Class (in the case of the making of 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 Loans of a Class by the Borrower shall be made for account of the Lenders of such Class
pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect
to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions
of the last paragraph of Section 2.09(d) and Sections 2.09(e) and (f)); and (iv) each payment of interest on Loans of a Class
by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of
such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary
contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the
Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted
hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to
the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as
a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.


 


(d)          Sharing
of Payments by Lenders. If any Lender of a Class 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 Loans, or participations in LC Disbursements within its Class,
resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in
LC Disbursements, and accrued interest thereon 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 Loans and participations
in LC Disbursements 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
Loans and participations in LC Disbursements 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.


 






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(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 Bank 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 Bank, 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 and the Issuing Bank, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the 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.


 


(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 2.05(a) or (b) or 2.16(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 2.17.     Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)          commitment
fees pursuant to Section 2.10(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender
to the extent and during the period such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such
commitment fee that otherwise would have accrued and been required to have been paid to such Defaulting Lender to the extent and
during the period such Lender is a Defaulting Lender);


 


(b)         the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the requisite
Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or
waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii));
provided that any waiver, amendment or modification requiring the consent of a number of Lenders greater than Required
Lenders or of each Lender affected thereby and which waiver, amendment or modification materially and adversely affects such Defaulting
Lender differently than the other Lenders shall require the consent of such Defaulting Lender.


 






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In
the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at
par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders
to hold the Loans in accordance with their Applicable Percentage;


 


(c)          if
any LC Exposure exists at the time a Multicurrency Lender becomes a Defaulting Lender then:


 


(i)           all
or any part of such LC Exposure shall be reallocated among the non-Defaulting Multicurrency Lenders in accordance with their respective
Applicable Multicurrency Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Multicurrency
Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’
Multicurrency Commitments, (y) no non-Defaulting Lender’s Revolving Multicurrency Credit Exposure will exceed such Lender’s
Multicurrency Commitment, and (z) the conditions set forth in Section 4.02 are satisfied at such time (and unless the Borrower
has notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions
are satisfied at such time);


 


(ii)          if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice
to any right or remedy available to it hereunder or under law, within three Business Days following notice by the Administrative
Agent, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant
to clause (i) above) in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding;


 


(iii)         if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)        if
the LC Exposure of the non-Defaulting Multicurrency Lenders is reallocated pursuant to clause (i) above, then the fees payable
to the Lenders pursuant to Section 2.10(a) and Section 2.10(b) shall be adjusted in accordance with such non-Defaulting Multicurrency
Lenders’ Applicable Multicurrency Percentages;


 


(v)          if
any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.17(c), then,
without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would
have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that
was utilized by such LC Exposure) and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s
LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and


 






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(vi)         subject
to Section 2.19, 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.


 


(d)         so
long as any Multicurrency Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any
Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting
Multicurrency Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(c), and participating
interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent
with Section 2.17(c)(i) (and Defaulting Lenders shall not participate therein).


 


In
the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender that is a Multicurrency
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall no longer
be deemed a Defaulting Lender, the Borrower shall no longer be required to cash collateralize any portion of such Lender’s
LC Exposure cash collateralized pursuant to Section 2.17(c)(ii) above and the LC Exposure of the Multicurrency Lenders shall be
readjusted to reflect the inclusion of such Lender’s Multicurrency Commitment and on such date such Lender shall purchase
at par such of the Loans of the other Multicurrency Lenders as the Administrative Agent shall determine may be necessary in order
for such Lender to hold such Loans in accordance with its Applicable Multicurrency Percentage.


 


SECTION 2.18.     Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If any Lender exercises its rights under Section 2.12(b) or requests compensation under
Section 2.13, 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 2.15, 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future, or eliminate the circumstance giving
rise to such Lender exercising its rights under Section 2.12(b) and (ii) would not subject such Lender to any cost or
expense not 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 exercises its rights under Section 2.12(b) or requests compensation under Section 2.13, 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 2.15, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, 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 and the other Loan Documents 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, the Issuing Bank) which consent
shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements, 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 2.13 or payments required to be made pursuant to Section 2.15, such assignment will 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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(c)          Defaulting
Lenders. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05 or 9.03(c),
then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts
thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or
the Issuing Bank to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are
fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future
funding obligations of such Lender under such Sections, in the case of each of clauses (i) and (ii) above, in any order
as determined by the Administrative Agent in its discretion.


 


SECTION 2.19.     Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. 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
EEA 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 an EEA 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 an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA 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 EEA 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


 






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(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


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, as applicable, is duly organized or incorporated, validly existing and
in good standing under the laws of the jurisdiction of its organization or incorporation, 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 the failure to do so could reasonably be expected to result in a Material Adverse Effect.


 


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 stockholder action. This Agreement has been duly executed and delivered by the Borrower
and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered will constitute, a legal,
valid and binding obligation of the Borrower, 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 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 (including the Investment Company Act and the rules, regulations
and orders issued by the SEC thereunder), (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 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 Effect.


 


(a)          Financial
Statements. The financial statements delivered to the Administrative Agent and the Lenders by the Borrower pursuant to Section
4.01(c) and 5.01(a) and (b) present fairly, in all material respects, the consolidated financial position and results of operations
and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for the applicable period in accordance
with GAAP, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes.


 






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(b)          No
Material Adverse Effect. Since December 31, 20132016,
there has not been any event, development or circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.


 


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 any Financial Officer of the Borrower,
threatened against or affecting the Borrower or any of its Subsidiaries (a) 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 (b) 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 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 has caused to be timely filed all material U.S. federal, state and
local Tax returns that are required to be filed by it and all other material Tax returns that are required to be filed by it and
has paid all material Taxes for which it is directly or indirectly liable and any assessments made against it or any of its property
and all other material Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, other
than any Taxes, fees or other charges the amount or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its
Subsidiaries, as the case may be. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries
in respect of Taxes and other governmental charges are adequate. Neither the Borrower nor any of its Subsidiaries has given or
been requested to give a waiver of the statute of limitations relating to the payment of any federal, state, local and foreign
Taxes or other impositions, and no Tax lien (other than Liens permitted pursuant to clause (a) of the definition of Permitted
Liens) has been filed with respect to the Borrower or any of its Subsidiaries. There is no proposed Tax assessment against the
Borrower or any of its Subsidiaries, and there is no basis for any such assessment.


 


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, could reasonably be expected to result in a Material Adverse Effect.


 






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SECTION 3.09.     Disclosure.


 


(a)          All
written reports, financial statements, certificates and other written information (other than projected financial information,
other forward-looking information, information relating to third parties, and information of a general economic or general industry
nature) which has been made available to the Administrative Agent or any Lender by or on behalf of the Borrower in connection
with the transactions contemplated by this Agreement or delivered under any Loan Document, taken as a whole, will not contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein
at the time made and taken as a whole (and after giving effect to all written updates provided by the Borrower to the Administrative
Agent for delivery to the Lenders from time to time) not misleading in light of the circumstances under which such statements
were made; and


 


(b)          All
financial projections, pro forma financial information and other forward-looking information which has been delivered to the Administrative
Agent or any Lender by or on behalf of Borrower in connection with the transactions contemplated by this Agreement or delivered
under any Loan Document are based upon good faith assumptions and, in the case of financial projections and pro forma financial
information, good faith estimates, in each case, believed to be reasonable at the time made, it being recognized that (i) such
financial information as it relates to future events is subject to significant uncertainty and contingencies (many of which are
beyond the control of the Borrower) and are therefore not to be viewed as fact, and (ii) actual results during the period
or periods covered by such financial information may materially differ from the results set forth therein.


 


SECTION 3.10.     Investment
Company Act; Margin Regulation.


 


(a)          Status
as Business Development Company. The Borrower is a “closed end fund” that has elected to be regulated as a “business
development company” within the meaning of the Investment Company Act and has qualified as a RIC for all taxable years ending
on or after December 31, 2008.


 


(b)          Compliance
with Investment Company Act. The business and other activities of the Borrower and its Subsidiaries do not result in a violation
or breach of the provisions of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, except
where such breaches or violations, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.


 


(c)          Investment
Policies. The Borrower is in compliance in all material respects with the Investment Policies.


 


(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 in violation of
law. On the Effective Date, neither the Borrower nor any of its Subsidiaries own any Margin Stock.


 






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SECTION 3.11.     Material
Agreements and Liens.


 


(a)          Material
Agreements. Schedule 3.11(a) is a complete and correct list of each credit agreement, loan agreement, indenture,
purchase agreement, guarantee, letter of credit or other arrangements (to the extent that such other arrangements exceed an aggregate
outstanding principal amount of $10,000,000) 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 on the
Amendment No. 2 Effective Date, and the aggregate principal
or face amount outstanding or that is, or may become, outstanding under each such arrangement, in each case on the Amendment
No. 2 Effective Date, is correctly described in Schedule 3.11(a).


 


(b)          Liens.
Schedule 3.11(b) is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the
Amendment No. 2 Effective Date covering any property of the
Borrower or any of its Subsidiaries, and the aggregate amount of such Indebtedness secured (or that may be secured) by each
such Lien and the property covered by each such Lien as of the Amendment No.
2 Effective Date is correctly described in Schedule 3.11(b).


 


SECTION 3.12.     Subsidiaries
and Investments.


 


(a)          Subsidiaries.
Set forth in Schedule 3.12(a) is a complete and correct list of all of the Subsidiaries of the Borrower as of the
Amendment No. 2 Effective Date together with, for each such
Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in
such Subsidiary and (iii) the nature of the ownership interests held by each such Person and the percentage of ownership
of such Subsidiary represented by such ownership interests. Except as disclosed in Schedule 3.12(a), as of the Amendment
No. 2 Effective Date, (x) the Borrower owns, free and clear of Liens, and has the unencumbered right to vote,
all outstanding ownership interests in each Subsidiary shown to be held by it in Schedule 3.12(a), and (y) all
of the issued and outstanding capital stock of each such Subsidiary organized as a corporation is validly issued, fully paid and
nonassessable.


 


(b)          Investments.
Set forth in Schedule 3.12(b) is a complete and correct list of all Investments (other than Investments of the types
referred to in clauses (b), (c), (d), (e) and (g) of Section 6.04) held by the Borrower or any of its Subsidiaries in
any Person on the Amendment No. 2 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(b), as of the Amendment No.
2 Effective Date each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Liens
permitted pursuant to Section 6.02), all such Investments.


 


SECTION 3.13.     Properties.


 


(a)          Title
Generally. Each of the Borrower and its Subsidiaries 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.


 






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(b)          Intellectual
Property. Each of the Borrower and its Subsidiaries 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 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.     Solvency.
On the Amendment No. 2 Effective Date, and upon the incurrence
of any extension of credit hereunder, on any date on which this representation and warranty is made, (a) the Borrower will
be Solvent on aan unconsolidated basis, and
(b) each Subsidiary Guarantor will be Solvent on a consolidated basis with the other Obligors.


 


SECTION 3.15.     Affiliate
Agreements. As of the Amendment No. 2 Effective Date, the
Borrower has heretofore delivered to each of the Lenders true and complete copies of each of the Affiliate Agreements as in effect
on the ClosingAmendment No. 2 Effective Date
(including any schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder).
As of the Amendment No. 2 Effective Date, each of the Affiliate
Agreements is in full force and effect.


 


SECTION 3.16.     Structured
Subsidiaries.` 


 


(a)          There
are no agreements or other documents relating to any Structured Subsidiary binding upon the Borrower or any of its Subsidiaries
(other than such Structured Subsidiary) other than as permitted under the definition thereof.


 


(b)          The
Borrower has not Guaranteed the Indebtedness or other obligations in respect of any credit facility relating to the Structured
Subsidiaries, other than pursuant to Standard Securitization Undertakings.


 


SECTION 3.17.     Compliance
with OFACSanctions.. To the extent
applicable, Neither the Borrower and each other
Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation
or executive order relating thereto, and (ii) the USA PATRIOT Act. None of the Borrower or any Subsidiarynor
any of its Subsidiaries, nor any executive officer or director thereof, nor, to the knowledge of the Borrower,
any director, officer, agent, employee oremployee, agent or
advisor thereof, any Affiliate of the Borrower or any other Subsidiary, is currently subject to any U.S.
executive officer or director, employee, agent or advisor of any such
Affiliate, (i) is the subject of sanctions administered by OFAC, nor is the Borrower or any Subsidiary
located, the United States Department of the Treasury’s Office
of Foreign Assets Control (“OFAC”), the European Union, Her Majesty’s Treasury, the United Nations Security
Council or any other relevant sanctions authority (collectively, “Sanctions”), or (ii) is located, has a place of
business or is organized or resident in a Designated Jurisdiction. Nocountry,
territory or region that is, or whose government is, the subject of Sanctions. Furthermore, no part of the proceeds
of the Loans or Letter of Credita Loan will
be used, directly or indirectly, or otherwise made available (A) for any payments to any officer or employee of a Governmental
Authority, or any Person controlled by a Governmental Authority, or any 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, in violation of the United States Foreign Corrupt Practices Act of 1977 or (B) to any Person for the purpose
of financing the activities of any Person currently subject to any Sanction.by
the Borrower or any Affiliate of the Borrower to finance or facilitate a transaction with a person that is the subject of Sanctions,
to the extent such activity would be in violation of applicable Sanctions. Each of the Borrower and its Subsidiaries have instituted
and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance
with the foregoing.


 






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SECTION 3.18.     Anti-Money
Laundering Program. The Borrower has implemented an anti-money laundering program to the extent required by the Uniting And Strengthening
America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism, as amended (the “USA PATRIOT Act”),
and the rules and regulations thereunder.


 


SECTION 3.19.     Foreign
Corrupt Practices Act. Neither the Borrower nor any of its Subsidiaries, nor any executive officer or director thereof, nor, to
the knowledge of the Borrower, any employee, agent or advisor thereof, any Affiliate of the Borrower or any executive officer
or director, employee, agent or advisor of any such Affiliate or any other person associated with or acting on behalf of the Borrower
or any Subsidiary of the Borrower has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity or to influence official action; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment; or (iv) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”); and each of the Borrower
and its Subsidiaries have conducted their businesses in compliance with the FCPA and have instituted and maintained policies and
procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance therewith. Furthermore, no
part of the proceeds of a Loan will be used, directly or indirectly, by the Borrower or any Affiliate of the Borrower, or by any
of their respective officers, directors, agents or employees, to finance or facilitate a transaction in violation of the FCPA.


 


SECTION 3.20.     EEA
Financial Institutions. No Obligor is an EEA Financial Institution.


 


ARTICLE IV



CONDITIONS


 


SECTION 4.01.     Effective
Date. This Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank 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):


 






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(a)          Documents.
Administrative Agent shall have received each of the following documents, each of which shall be reasonably 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 (1) a counterpart of this Agreement signed on behalf of such party or (2) written
evidence satisfactory to the Administrative Agent (which may include telecopy transmission or a PDF of a signed signature page
to this Agreement) that such party has signed a counterpart of this Agreement.


 


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


 


(iii)       Opinion
of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent
and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to
deliver such opinion to the Lenders and the Administrative Agent).


 


(iv)       Corporate
Documents. (v) Copies of the organizational documents of each Obligor certified as of a recent date by the appropriate
governmental official, (w) signature and incumbency certificates of the officers of such Person executing the Loan Documents
to which it is a party, (x) resolutions of the board of directors or similar governing body of each Obligor approving and
authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by
which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an assistant
secretary as being in full force and effect without modification or amendment, (y) a good standing certificate from the applicable
Governmental Authority of each Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction
in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Effective
Date, and (z) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating
to the organization, existence and good standing of the Obligors, and the authorization of the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.


 


(v)        Officer’s
Certificate. A certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance
with the conditions set forth in Sections 4.02(a), (b) and (d).


 


(vi)       Custodian
Agreement. A duly executed and delivered Custodian Agreement among the Borrower, the Collateral Agent and the Custodian and
all other control arrangements required at the time under this Agreement with respect to the Obligors’ other deposit accounts
and securities accounts.


 






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(b)          Liens.
The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction with respect to the
Obligors, confirming the priority of the Liens in favor of the Collateral Agent created pursuant to the Security Documents and
revealing no liens on any of the assets of the Borrower or its Subsidiaries 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.
Subject to Section 5.08(c)(ii), all UCC financing statements, control agreements and other documents or instruments required
to be filed or executed and delivered in order to create in favor of the Administrative Agent, for the benefit of the Lenders,
a first priority perfected (subject to Eligible Liens) security interest in the Collateral (to the extent that such a security
interest may be perfected by filing, possession or control under the Uniform Commercial Code and as required by Section 5.08(c)(i)
and the Guarantee and Security Agreement) shall have been properly filed or executed and delivered in each jurisdiction required.


 


(c)          Financial
Statements. The Administrative Agent and the Lenders shall have received prior to the execution of this Agreement the audited
consolidated balance sheets, statements of operations, statement of changes in net assets, statements of cash flows and schedules
of investments of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013. The Administrative Agent and
the Lenders shall have received any other financial statements of the Borrower and its Subsidiaries as they shall reasonably request.
The Administrative Agent and Lenders acknowledge having received the financial statements referred to above.


 


(d)          Consents.
The Borrower shall have obtained and delivered to the Administrative Agent certified copies of all consents, approvals, authorizations,
registrations, or filings (other than any filing required under the Exchange Act or the rules or regulations promulgated thereunder,
including, without limitation, any filing required on Form 8-K) required to be made or obtained by the Borrower and all guarantors
in connection with the Transactions, 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.


 


(e)          No
Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments
pending or threatened in any court or before any arbitrator or Governmental Authority that relates to the Transactions or that
could have a Material Adverse Effect.


 


(f)          Solvency
Certificate. On the Effective Date, the Administrative Agent shall have received a solvency certificate of the chief financial
officer of the Borrower dated as of the Effective Date and addressed to the Administrative Agent and the Lenders, and in form,
scope and substance reasonably satisfactory to Administrative Agent, with appropriate attachments and demonstrating that both
before and after giving effect to the Transactions, (a) the Borrower will be Solvent on a unconsolidated basis, and (b) each
Subsidiary Guarantor will be Solvent on a consolidated basis with the other Obligors.


 


(g)          Investment
Policies. The Administrative Agent and the Lenders shall have received the Investment Policies as in effect on the Effective
Date in form and substance reasonably satisfactory to the Administrative Agent.


 


(h)          Due
Diligence. No information shall have become available which the Administrative Agent believes has had, or could reasonably
be expected to have, a Material Adverse Effect.


 






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(i)           Fees
and Expenses. The Borrower shall have paid in full to the Administrative Agent and the Lenders all fees and expenses related
to this Agreement owing on the Effective Date, including any up-front fee due to any Lender on the Effective Date.


 


(j)           Default.
No Default shall have occurred and be continuing under this Agreement immediately before and after giving effect to the Transactions,
any incurrence of Indebtedness hereunder and the use of the proceeds hereof on a pro forma basis.


 


(k)          Evidence
of Insurance. The Administrative Agent shall have received a certificate from the Borrower’s insurance broker or other
evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to the Loan Documents is in full
force and effect.


 


(l)           [Reserved].


 


(m)         Patriot
Act. The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act,
as reasonably requested by the Administrative Agent.


 


(n)          Structured
Subsidiaries. The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower, certifying
that each Subsidiary that is designated a “Structured Subsidiary” as of the Effective Date complies with the conditions
set forth in the definition of “Structured Subsidiaries”.


 


(o)          Other
Documents. The Administrative Agent shall have received such other documents, instruments, certificates, opinions and information
as the Administrative Agent may reasonably request in form and substance satisfactory to the Administrative Agent.


 


The
contemporaneous exchange and release of executed signature pages by each of the Persons contemplated to be a party hereto shall
render this Agreement effective and any such exchange and release of such executed signature pages by all such persons shall constitute
satisfaction or waiver (as applicable) of any condition precedent to such effectiveness set forth above. Each Lender on the Effective
Date acknowledges receipt of, and satisfaction with, each of the documents set forth above.


 


SECTION 4.02.     Each
Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any
Letter of Credit, including in each case any such extension of credit on the Effective Date, 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 (other than any representation or warranty already qualified by materiality or Material Adverse Effect,
which shall be true and correct in all respects) on and as of the date of such Loan, or, as to any such representation or warranty
that refers to a specific date, as of such specific date;


 


(b)          at
the time of such Loan, no Default shall have occurred and be continuing or would result from such Loan after giving effect thereto;


 






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(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 by the Borrower or payment of outstanding Loans or Other Covered Indebtedness;


 


(d)          after
giving effect to such extension of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth
in Sections 6.07; and


 


(e)          the
proposed date of such extension of credit shall take place during the Availability Period;.


 


(f)          in
the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate dated as of the date
of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and substance reasonably
satisfactory to the Administrative Agent; and


 


(g)          in
the case of the first Borrowing, the Administrative Agent shall have received delivery of the most recent quarterly third party
valuation report attesting the value of each unquoted Eligible Portfolio Investment included in the Borrowing Base at the date
of such Borrowing; provided that no attested value may be older than three months and forty-five days at the date of first drawing;
provided, further that the foregoing shall not apply to any unquoted Eligible Portfolio Investment acquired after the end of the
most recent calendar quarter (which unquoted Investment shall have a value equal to the lower of its cost, internal value or the
par or face value thereof).


 


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 Termination Date, 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 for distribution to each Lender:


 


(a)          within
90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheets, statements of operations,
statement of changes in net assets, statements of cash flows and schedules of investments 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 (to
the extent full fiscal year information is available), all reported on by McGladreyRSM
US LLP or other 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 (which report shall be unqualified as
to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going
concern); provided that the requirements set forth in this clause (a) may be fulfilled if such financial statements
are furnished in the Borrower’s annual report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal
year, and such report isshall be deemed to have been
provided to the Administrative Agent for distribution to each Lenderand
the Lenders once publicly available on the SEC’s website;


 






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(b)          within
45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, the consolidated
balance sheets, statements of operations, statement of changes in net assets, statements of cash flows and schedules of investments
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 statement of assets and liabilities, as
of the end of) the corresponding period or periods of the previous fiscal year (to the extent such information is available
for 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 if such financial statements are furnished in the Borrower’s
quarterly report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period, and such report isshall
be deemed to have been provided to the Administrative Agent for distribution to each Lenderand
the Lenders once publicly available on the SEC’s website;


 


(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) to the extent the requirements in clause (a) and (b) are not fulfilled by the Borrower delivering
the applicable report delivered to (or filed with) the SEC, certifying that such statements are consistent with the financial
statements filed by the Borrower with the SEC, (ii) certifying as to whether the Borrower has knowledge that a Default has
occurred during the most recent period covered by such financial statements (or has occurred and is continuing from a prior period)
and, if a Default has occurred during such period (or has occurred and is continuing from a prior period), 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(b), (c) and (e), 6.04(i), 6.05(b) and 6.07, (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 (but only if the Borrower
has not previously reported such change to the Administrative Agent and if such change has had a material effect on the financial
statements) and, if any such change has occurred (and has not been previously reported to the Administrative Agent), specifying
the effect of such change on the financial statements accompanying such certificate and (v) attaching a list of Subsidiaries
and Immaterial Subsidiaries as of the date of delivery of such certificate or a confirmation that there is no change in such information
since the date of the last such list;


 






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(d)          as
soon as available and in any event not later than twenty (20) calendar days after the end of each monthly accounting period (ending
on the last day of each calendar month) of the Borrower and its Subsidiaries, (i) a Borrowing Base Certificate as of the
last day of such accounting period and, (ii)
a report certified by a financial officerFinancial Officer
of the Borrower identifying the aggregate amount of net cash proceeds received by the Borrower from Equity Interests
issued by the Borrower in the immediately prior monthly accounting period; and
(iii) a schedule showing all Portfolio Investments contributed or transferred to the Financing Subsidiaries, or distributed or
dividended by the Financing Subsidiaries to the Borrower, during such monthly period together with a certificate (which may be
included in the Borrowing Base Certificate) of a Financial Officer providing that at the time of such distribution or transfer
of each such Portfolio Investment the conditions referred to in Section 6.03(f)(i) had been satisfied;


 


(e)          promptly
but no later than two Business Days after any Financial Officer of the Borrower shall at any time have knowledge that there is
a Borrowing Base Deficiency or knowledge that the Borrowing Base has declined by more than 15% from such value as of the end of
the most recently ended calendar month (other than in connection with an asset sale or return of capital the proceeds of which
are used to prepay the Loans), a Borrowing Base Certificate as at the date such Financial Officer has knowledge of such Borrowing
Base Deficiency or decline indicating the amount of the Borrowing Base Deficiency or decline as at the date such Financial Officer
obtained knowledge of such deficiency or decline and the amount
of the Borrowing Base Deficiency or decline as of the date not earlier than three Business Days prior to the date the Borrowing
Base Certificate is delivered pursuant to this paragraph;


 


(f)          promptly
upon receipt thereof copies of all significant and non-routine written reports submitted to the management or board of directors
of the Borrower 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 (other than the periodic reports that the
Borrower’s independent auditors provide, in the ordinary course, to the Borrower’s audit committee
of the Borrower’s board of directors);


 


(g)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials
sent to all stockholders filed by the Borrower or any of its Subsidiaries with the SEC or with any national securities exchange,
as the case may be;, which such periodic and other reports,
proxy statements and other materials shall be deemed to have been provided to the Administrative Agent once publicly available
on the website of the SEC or any national securities exchange, as the case may be;


 


(h)          within
45 days after the end of each fiscal quarter of the Borrower, all final internal and external
valuation reports relating to the Eligible Portfolio Investments (excluding all valuation reports prepared by any Independent
Valuation Provider pursuant to Sections 5.12(b)(ii)(B)(x) and 5.12(b)(iii), but including
all valuation reports delivered by thean
Approved Third-Party Appraiser in connection with the quarterly appraisals of Unquoted Investments in accordance with Section
5.12(b)(ii)(B)) and the underwriting memoranda for all Eligible Portfolio Investments included in such valuation reports, and
any other information relating to the Eligible Portfolio Investments as reasonably requested by the Administrative Agent or any
Lender; provided that the underwriting memoranda for a particular Eligible Portfolio Investment of an Obligor shall only
be required to be delivered within 30 days of the initial closing of such Eligible Portfolio Investment and at no other time;


 






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(i)           to
the extent not otherwise provided by the Custodian, within thirty (30) days after the end of each month, updated copies of custody
reports (including, to the extent available, an itemized list of each Portfolio Investment held in any Custodian Account owned
by the Borrower or any of its Subsidiaries) with respect to any custodian account owned by the Borrower or any of the Subsidiary
Guarantors;


 


(j)           within
45 days after the end of each of the first three fiscal quarters of the Borrower and 90 days after the end of each fiscal year
of the Borrower, a certificate of a Financial Officer of the Borrower certifying that attached thereto is a complete and correct
description of all Portfolio Investments as of the date thereof, including, with respect to each such Portfolio Investment, the
name of the Borrower or Subsidiary holding such Portfolio Investment and the name of the Portfolio Company of such Portfolio Investment;
and


 


(k)          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 layndering and similar rules and regulations and related
policies.


 


SECTION 5.02.     Notices
of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative
Agent and each Lender prompt written notice of the following:


 


(a)          the
occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein,
the failure to provide notice of such Default shall not itself result in an Event of Default hereunder);


 


(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;


 


(c)          the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; and


 


(d)          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.


 






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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.


 


SECTION 5.04.     Payment
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including 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 business, operating in the same
or similar locations.


 


SECTION 5.06.     Books
and Records; Inspection and Audit Rights.


 


(a)          Books
and Records; Inspection 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 of its Subsidiaries to, permit any representatives designated
by the Administrative Agent or any Lender, upon reasonable prior notice to the Borrower, to (i) visit and inspect its properties,
to examine and make extracts from its books and records, and (ii) discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as reasonably requested; provided that the Borrower
or such Subsidiary shall be entitled to have its representatives and advisors present during any inspection of its books and records
or meeting with its independent accountants; provided, further, that the Administrative Agent and the Lenders shall
not conduct more than two (2)one such visitsvisit
and inspection in any calendar year unless an Event of Default has occurred and is continuing at the time of any
subsequent visits and inspections during such calendar year.


 






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(b)          Audit
Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative
Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations
and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base (including,
for clarity, audits of any Agency Accounts, funds transfers and custody procedures), all at such reasonable times and as often
as reasonably requested. The Borrower shall pay the reasonable, documented and
out-of-pocket fees and expenses of representatives retained by the Administrative Agent to conduct any such evaluation
or appraisal; provided that the Borrower shall not be required to pay such fees and expenses for more than one such evaluation
or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent
evaluation or appraisal during such calendar year; provided, further, that in relation to any fees or expenses required
to be paid by the Borrower in connection with any appraisal under this Section 5.06(b) (but, for the avoidance of doubt, other
than valuation reports produced pursuant to Section 5.12(b)(ii)(B)(x)), unless an Event of Default has occurred and is continuing
such fees and expenses shall be subject to the IVP Supplemental Cap. The Borrower also agrees to modify or adjust the computation
of the Borrowing Base and/or the assets included in the Borrowing Base, to the extent required by the Administrative Agent or
the Required Lenders as a result of any such evaluation or appraisal indicating that such computation or inclusion of assets is
not consistent with the terms of this Agreement; provided that if the Borrower demonstrates that such evaluation or appraisal
is incorrect, the Borrower shall be permitted to re-adjust its computation of the Borrowing Base.


 


SECTION 5.07.     Compliance
with Laws and Agreements. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations,
including the Investment Company Act (if applicable to such Person), and orders of any Governmental Authority applicable to it
(including orders issued by the SEC) or its property and all indentures, agreements and other instruments, except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.08.     Certain
Obligations Respecting Subsidiaries; Further Assurances.


 


(a)          Subsidiary
Guarantors.


 


(i)         In
the event that (1) the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than a Financing
Subsidiary, a CFC or a Transparent Subsidiary), or that any other Person shall become a “Subsidiary” within the meaning
of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary); (2) any Structured Subsidiary
shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (in which case such Person
shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (3) any
SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such
Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08),;
(4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such
Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08),;
or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to
the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section
5.08), the Borrower will, in each case, on or before thirty (30) days (or such
longer period as may be agreed to by the Administrative Agent in its sole discretion) following such Person becoming
a Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause
such new Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, 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 the Administrative Agent shall have reasonably requested.


 






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(ii)         The
Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Structured Subsidiary as an Obligor
only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, and thereafter
such Person shall no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan
Document.


 


(iii)       The
Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary as an Obligor
only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter
such Person shall no longer constitute an “SBIC Subsidiary” for any purpose of this Agreement or any other Loan Document.


 


(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; provided that the foregoing shall not
prohibit any transaction permitted under Sections 6.03 or 6.04, so long as after giving effect to such permitted transaction
each of the remaining 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:


 


(i)          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
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, pursuant to the Security Documents,
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;


 






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(ii)         with
respect to each deposit account or securities account of the Obligors (other than (A) any such accounts that are maintained
by the Borrower in its capacity as “servicer” for a Financing Subsidiary or any Agency Account, (B) any such
accounts which hold solely money or financial assets of a Financing Subsidiary, (C) any payroll account so long as such payroll
account is coded as such, (D) withholding tax and fiduciary accounts or any trust account maintained solely on behalf of
a Portfolio Investment, and (E) any account in which the aggregate value of deposits therein, together with all
other such accounts under this clause (E), does not at any time exceed $75,000; provided that in the case of each of the
foregoing clauses (A) through (E), no other Person (other than the depository institution at which such account is maintained)
shall have “control” over such account (within the meaning of the Uniform Commercial Code)), cause each bank or securities
intermediary (within the meaning of the Uniform Commercial Code) to enter into such arrangements with the Collateral Agent
as shall be appropriate in order that the Collateral Agent has “control” (within the meaning of the Uniform Commercial
Code) over each such deposit account or securities account (each, a “Control Account”) and in that connection,
the Borrower agrees, subject to Sections 5.08(c)(iv) and (v) below, to cause all cash and other proceeds of Portfolio
Investments received by any Obligor to be immediately deposited into a Control Account (or otherwise delivered to, or registered
in the name of, the Collateral Agent) and, both prior to and following such deposit, delivery or registration such cash and
other proceeds shall be held in trust by the Borrower for the benefit of the Collateral Agent and shall not be commingled with
any other funds or property of such Obligor or any other Person (including with any money or financial assets of the Borrower
in its capacity as “servicer” for a Structured Subsidiary, or any money or financial assets of a Structured Subsidiary,
or any money or financial assets of the Borrower in its capacity as an agent or administrative agent for any other Bank Loans
(as defined in Section 5.13) subject to Section 5.08(c)(v) below);


 


(iii)       cause
the Financing Subsidiaries to execute and deliver to the Administrative Agent such certificates and agreements, in form and substance
reasonably satisfactory to the Administrative Agent, as it shall determine are necessary to confirm that such Financing Subsidiary
qualifies or continues to qualify as a “Structured Subsidiary” or an “SBIC Subsidiary”, as applicable,
pursuant to the definitions thereof;


 


(iv)       in
the case of any Portfolio Investment consisting of a Bank Loan 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)(1) cause the interest owned by such Financing Subsidiary to be evidenced by separate
execution of relevant loan documentation by, or assignment documentation in the name of, such Financing Subsidiary and, if such
interest is evidenced by notes, cause such interest to be evidenced by a separate note or notes, which note or notes are either
(A) in the name of such Financing Subsidiary or (B) in the name of the Borrower, endorsed in blank and delivered to
the applicable Financing Subsidiary and beneficially owned by the Financing Subsidiary and (2) not permit such Financing
Subsidiary to have a participation acquired from an Obligor in such underlying loan documents and the extensions of credit thereunder
or any other indirect interest therein acquired from an Obligor; provided that such participation shall be permitted for
a period of not more than sixtyninety (90)
days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), as a bridge to an assignment
of such interest to such Financing Subsidiary in accordance with (x)(1) above; and (y) ensure that, subject to Section 5.08(c)(v) below,
all amounts owing to any Obligor by the underlying borrower or other obligated party are remitted by such borrower or obligated
party (or the applicable administrative agents, collateral agents or equivalent Person) directly to the Custodian Account and
no other amounts owing by such underlying borrower or obligated party are remitted to the Custodian Account;


 






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(v)       in
the event that any Obligor is acting as an agent or administrative agent under any loan documents with respect to any Bank Loan
(or is acting in an analogous agency capacity under any note purchase agreements with respect to any Mezzanine Investment) and
such Obligor does not hold all of the credit extended to the underlying borrower or issuer under the relevant underlying loan
documents or note purchase agreements, ensure that (1) all funds held by such Obligor in such capacity as agent or administrative
agent are segregated from all other funds of such Obligor and clearly identified as being held in an agency capacity (an “Agency
Account”); (2) all amounts owing on account of such Bank Loan or Mezzanine Investment by the underlying borrower
or other obligated party are remitted by such borrower or obligated party to either (A) such Agency Account or (B) directly
to an account in the name of the underlying lender to whom such amounts are owed (for the avoidance of doubt, no funds representing
amounts owing to more than one underlying lender may be remitted to any commingled account other than the Agency Account); and
within one (1) Business Day after receipt of such funds, such Obligor acting in its capacity as agent or administrative agent
shall distribute any such funds belonging to any Obligor to the Custodian Account (provided that if any distribution referred
to in this clause (c) is not permitted by applicable bankruptcy law to be made as a result of the bankruptcy of the underlying
borrower, such Obligor shall use commercially reasonable efforts to obtain permission to make such distribution and shall make
such distribution as soon as legally permitted to do so);


 


(vi)       cause
the documentation relating to each Investment in Indebtedness described in paragraph 1 of Schedule 1.01(d) to be delivered to
the Custodian as provided therein; and


 


(vii)       in
the case of any Portfolio Investment held by any Financing Subsidiary, including any cash collection related thereto, ensure that
such Portfolio Investment shall not be held in any Custodian Account, or any other account of any Obligor.


 


Notwithstanding
anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the
Custodian is destroyed or lost not as a result of any action of the Borrower, then the Borrower shall have up to 20 Business Days
from the date when the Borrower has knowledge of such loss or destruction (or
such longer period as may be agreed to by the Administrative Agent in its sole discretion) to deliver to the Custodian
a replacement instrument or document.


 


SECTION 5.09.     Use
of Proceeds. The Borrower will use the proceeds of the Loans and the issuances of Letters of Credit solely for (a)
in connection with any transaction permitted under Section 6.03 or (b) for other general corporate purposes of
the Borrower and its Subsidiaries (other than the Financing Subsidiaries, except to the extent permitted by Section 6.03(f))
in the ordinary course of business, including purchasing shares of common stock of the Borrower in connection with the
Tender Offer and making othermaking distributions,
in each case to the extent not prohibited by this Agreement, and the acquisition and funding (either directly or through one or
more wholly-owned Subsidiary Guarantors) of leveraged loans, mezzanine loans, high-yield securities, convertible securities,
preferred stock, common stock, Hedging Agreements, Credit Default Swaps
and other Portfolio Investments, in each case to the extent otherwise permitted
hereunder; 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 applicable law or, directly
or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock, other
than in connection with the Tender Offer. On the first day (if any) an Obligor acquires any Margin Stock (other
than in connection with the Tender Offer) or at any other time requested by the Administrative Agent or any Lender, the
Borrower shall furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. Other than in connection with
the Tender Offer, Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly
or indirectly secured by Margin Stock (within the meaning of Regulation U), or with the proceeds of equity capital of the
Borrower.


 






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SECTION 5.10.     Status
of RIC and BDC. The Borrower shall at all times maintain its status as a RIC under the Code and 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.


 


SECTION 5.12.     Portfolio
Valuation and Diversification Etc.  


 


(a)          Industry
Classification Groups. For purposes of this Agreement, the Borrower shall assign each Eligible Portfolio Investment to an
Industry Classification Group as reasonably determined by the Borrower. To the extent that the Borrower reasonably determines
that any Eligible Portfolio Investment is not adequately correlated with the risks of other Eligible Portfolio Investments in
an Industry Classification Group, such Eligible Portfolio Investment may be assigned by the Borrower to an Industry Classification
Group that is more closely correlated to such Eligible Portfolio Investment.


 


(b)          Portfolio
Valuation Etc.


 


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


 


(ii)         Determination
of Values. For purposes of the Loan Documents, the Eligible Portfolio Investments shall be valued as follows:


 


(A)       Quoted
Investments External Review. With respect to Eligible Portfolio Investments (including Cash Equivalents) for which market
quotations are readily available and are reflective of an actual trade executed within a reasonable period of such quotation (“Quoted
Investments”), 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 (each such value, an “External Quoted Value”):


 






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(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,


 


(x)       in
the case of Bank Loans, the average of the bid prices as determined by two Approved Dealers selected by the Borrower or an Approved
Pricing Service which makes reference to at least two Approved Dealers with respect to such Bank Loans,


 


(y)       in
the case of any Quoted Investment traded on an exchange, the closing price for such Eligible Portfolio 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; and


 


(B)         Unquoted
Investments External Review. With respect to Eligible Portfolio Investments for which market quotations are not readily available
(“Unquoted Investments”):


 


(x)       
Commencing on April 30th, 2014, and for each July 31st, October 31st , January 31st
and April 30th thereafter (or such other dates as are reasonably agreed by the Borrower and the Administrative Agent
(provided that such testing dates shall occur not less than quarterly), each an “IVP Testing Date”), the Administrative
Agent through an Independent Valuation Provider will, solely for purposes of determining the Borrowing Base, test the values as
of such IVP Testing Date of those Unquoted Investments that are Portfolio Investments included in the Borrowing Base selected
by the Administrative Agent (such selected assets, the “IVP Tested Assets” and such value, the “IVP
External Unquoted Borrowing Base Value”); provided that the fair value of such Portfolio Investments tested by
the Independent Valuation Provider as of any IVP Testing Date shall be approximately 25% of the aggregate value of the Unquoted
Investments in the Borrowing Base (the determination of fair value for such 25% threshold shall be based off of the last determination
of value of the Portfolio Investments pursuant to this Section 5.12 and, for the avoidance of doubt, in the case of any Unquoted
Investments acquired during the calendar quarter, the value shall be as determined pursuant to clause (E)(z)(2) below). Each such
valuation report shall also include the information required to comply with paragraph 20 of Schedule 1.01(d) for an IVP Tested
Asset (to the extent such provisions are applicable.)


 




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(y)          With
respect to not less than 75% (the determination of fair value for such 75% threshold shall be based off of the last determination
of value of the Portfolio Investments pursuant to this Section 5.12 and, for the avoidance of doubt, in the case of any Unquoted
Investments acquired during the calendar quarter, the value shall be as determined pursuant to clause (E)(z)(2) below) of the
Unquoted Investments (the “Borrower Tested Assets”), 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 Investments, as of the
last day of each fiscal quarter of the Borrower (such value, the “Borrower External Unquoted Borrowing Base Value”),
and to provide the Board of Directors with a written valuation report as part of that assistance each quarter. Each such valuation
report shall also include the information required to comply with paragraph 20 of Schedule 1.01(d).


 


(C)          Internal
Review. The Borrower shall conduct internal reviews to determine the value of all Eligible Portfolio Investments at least
once each calendar week which shall take into account any events of which the Borrower has knowledge that adversely affects the
value of any Eligible Portfolio Investment (each such value, an “Internal Value”).


 


(D)          Credit
Agreement Value of Quoted Investments. Subject to clauses (G) of this Section 5.12(b)(ii), the “Value” of
each Quoted Investment for all purposes of this Agreement shall be the lowest of (i) the Internal Value of such Quoted Investment
as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (ii) the External Quoted Value of such
Quoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(A), and (iii) the par or face value of
such Quoted Investment.


 


(E)          Credit
Agreement Value of Unquoted Investments. Subject to clauses (G) of this Section 5.12(b)(ii) and, as applicable, Section
5.12(b)(iii),


 


(x)           if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C)
falls below the range of the Applicable External Borrowing Base Value of such Unquoted Investment as most recently determined
pursuant to Section 5.12(b)(ii)(B), then the “Value” of such Unquoted Investment for all purposes of this Agreement
shall be deemed to be the lower of (i) the Internal Value and (ii) the par or face value of such Unquoted Investment;


 


(y)           (i)
if the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C)
falls above the range of the Borrower External Unquoted Borrowing Base Value of such Unquoted Investment as most recently determined
pursuant to Section 5.12(b)(ii)(B) (and the Applicable External Borrowing Base Value of such Unquoted Investment is such
Borrower External Unquoted Borrowing Base Value), then the “Value” of such Unquoted Investment for all purposes of
this Agreement shall be deemed to be the lower of (i) the midpoint of the range of the Borrower External Unquoted Borrowing
Base Value as most recently determined pursuant to Section 5.12(b)(ii)(B)(y) and (ii) the par or face value of such Unquoted
Investment;


 






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(ii)           if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C)
falls more than 5% above the midpoint of the range of the IVP External Unquoted Borrowing Base Value of such Unquoted Investment
as most recently determined pursuant to Section 5.12(b)(ii)(B) (and the Applicable External Borrowing Base Value of such
Unquoted Investment is such IVP External Unquoted Borrowing Base Value), then the “Value” of such Unquoted Investment
for all purposes of this Agreement shall be deemed to be the lower of (i) the midpoint of the range of the IVP External Unquoted
Borrowing Base Value as most recently determined pursuant to Section 5.12(b)(ii)(B)(x) and (ii) the par or face value
of such Unquoted Investment; and


 


(z)            if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C)
is within the range of (1) the Borrower External Unquoted Borrowing Base Value of such Unquoted Investment (and the Applicable
External Borrowing Base Value of such Unquoted Investment is such Borrower External Unquoted Borrowing Base Value), or (2), as
applicable, within or not more than 5% above the midpoint of the range of the IVP External Unquoted Borrowing Base Value (and
the Applicable External Borrowing Base Value of such Unquoted Investment is such IVP External Unquoted Borrowing Base Value) of
such Unquoted Investment, in each case as most recently determined pursuant to Section 5.12(b)(ii)(B), then the “Value”
of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of (i) the Internal Value
and (ii) the par or face value of such Unquoted Investment;


 


except
that:


 


(1)           with
respect to an Unquoted Investment that the most recent Borrower External Unquoted Borrowing Base Value is the Applicable External
Borrowing Base Value, if such Borrower External Unquoted Borrowing Base Value has a range where the highest and lowest values
in such range exceed an amount equal to 6% of the midpoint of such range, then the “Value” of such Unquoted Investment
shall instead be deemed to be the lowest of (i) the lowest value in the range of values set forth in such Borrower External
Unquoted Borrowing Base Value as most recently determined pursuant to Section 5.12(b)(ii)(B)(y), (ii) the Internal Value
determined pursuant to Section 5.12(b)(ii)(C), and (iii) the par or face value of such Unquoted Investment; and


 






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(2)           if
an Unquoted Investment is acquired during a fiscal quarter and until such time as the Applicable External Borrowing Base Value
is obtained with respect to such Unquoted Investment, the “Value” of such Unquoted Investment shall be deemed to be
equal to the lowest of (x) the Internal Value of such Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C),
(y) the cost of such Unquoted Investment , and (z) the par or face value of such Unquoted Investment.


 


(F)           Actions
Upon a Borrowing Base Deficiency. If, based upon such weekly internal review, the Borrower determines that a Borrowing Base
Deficiency exists or that the Borrowing Base has declined by more than 15%, from such value as of the end of
the most recently ended calendar month (other than in connection with an asset sale or return of capital the proceeds of which
are used to prepay the Loans), then the Borrower shall, promptly and in any event within two Business Days as provided in Section 5.01(e),
deliver a Borrowing Base Certificate reflecting the new amount of the Borrowing Base and shall take the actions, and make the
payments and prepayments (and/or provide cover for Letters of Credit), but only to the extent required by Section 2.09(c).


 


(G)          Failure
to Determine Values. If the Borrower shall fail to determine the value of any Eligible Portfolio Investment as at any date
pursuant to the requirements (but subject to the exclusions) of the foregoing sub-clauses (A), (B), (C), (D) or (E), then
the “Value” of such Eligible Portfolio Investment as at such date, and until a value is obtained, shall be deemed
to be zero for purposes of the Borrowing Base; provided, however, that the Borrower shall determine which assets shall have a
“Value” of zero for such purposes (and upon request of the Administrative Agent, the Borrower shall promptly inform
the Administrative Agent which assets have a “Value” of zero for this purpose).


 


Provided
that, in no event shall any Portfolio Investment be valued pursuant to the foregoing requirements less frequently then annually. 


 


(iii)          Supplemental
Testing of Values; Valuation Dispute Resolutions


 


(A)          Notwithstanding
the foregoing, the Administrative Agent, individually or at the request of the Required Lenders, shall at any time have the right,
solely for purposes of the Borrowing Base, to request any unquoted Portfolio Investment included in the Borrowing Base (other
than IVP Tested Assets as of the most recent IVP Testing Date) to be independently tested by an Independent Valuation Provider
for purposes of the Borrowing Base. Subject to Section 5.12(b)(iv)(C) below, 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 (x) the value of any Borrower Tested Asset determined pursuant to Section 5.12(b)(ii) is less than the value
determined by the Independent Valuation Provider pursuant to this clause, then the value determined pursuant to Section 5.12(b)(ii) shall
continue to be used as the “Value” for purposes of this Agreement and (y) if the value of any Borrower Tested
Asset determined pursuant to Section 5.12(b)(ii) is greater than the value determined by the Independent Valuation Provider
and the difference between such values is (1) less than or equal to 5% of the value determined pursuant to Section 5.12(b)(ii),
then the value determined pursuant to Section 5.12(b)(ii) shall become the “Value” of such Portfolio Investment,
(2) greater than 5% and less than or equal to 20% of the value determined pursuant to Section 5.12(b)(ii), then the
“Value” of such Portfolio Investment shall become the average of the value determined pursuant to Section 5.12(b)(ii) and
the value determined by the Independent Valuation Provider, and (3) greater than 20% of the value determined pursuant to
Section 5.12(b)(ii), then the Borrower and the Administrative Agent shall retain an additional third-party appraiser and,
upon the completion of such appraisal, the “Value” of such Portfolio Investment shall become the average of the three
valuations (with the average of the value of the Independent Valuation Provider and value determined pursuant to Section 5.12(b)(ii) to
be used until the third value is obtained).


 






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(B)          For
purposes of this Section 5.12(b)(iii), the Value of any Portfolio Investment for which the Independent Valuation Provider’s
value is used shall be the midpoint of the range (if any) determined by the Independent Valuation Provider.


 


(iv)          Generally
Applicable Valuation Provisions


 


(A)         The
Independent Valuation Provider shall apply a recognized valuation methodology that is commonly accepted in the Borrower’s
industry for valuing Portfolio Investments of the type being valued and held by the Obligors. Other procedures relating to the
valuation will be reasonably agreed upon by the Administrative Agent and the Borrower.


 


(B)          All
valuations shall be on a settlement date basisSettlement-Date
Basis. For the avoidance of doubt, the value of any Portfolio Investments
determined in accordance with any provision of this Section 5.12 shall be the Value of such Portfolio Investment for purposes
of this Agreement until a new Value for such Portfolio Investment is subsequently determined in good faith in accordance with
this Section 5.12.


 


(C)          Subject
to the last sentence of Section 9.03(a), the documented out-of-pocket costs of any valuation reasonably incurred by the Administrative
Agent under this Section 5.12 shall be at the expense of the Borrower; provided that the Administrative Agent shall
under no circumstances be required to incur or pay expenses under Section 5.12(b)(iii) (together with expenses incurred
under Section 5.06(b)) in excess of the IVP Supplemental Cap.


 


(D)          In
addition, the values determined by the Independent Valuation Provider shall be deemed to be “Information” hereunder
and subject to Section 9.13 hereof.


 






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(E)           The
Administrative Agent shall provide a copy of the final results of any valuation performed by the Independent Valuation Provider
or thean Approved
Third-Party Appraiser to any Lender promptly upon such Lender’s request, except to the extent that such recipient has not
executed and delivered a customary and reasonable non-reliance letter, confidentiality agreement or similar agreement requested
or required by such Independent Valuation Provider or Approved Third-Party Appraiser, as applicable.


 


(F)           The
foregoing valuation procedures shall only be required to be used for purposes of calculating the Borrowing Base and shall not
be required to be utilized by the Borrower for any other purpose, including, without limitation, the delivery of financial statements
or valuations required under ASC820 or the Investment Company Act.


 


(G)           The
Independent Valuation Provider shall be instructed to conduct its tests in a manner not disruptive to the business of the Borrower.
The Administrative Agent shall notify the Borrower of its receipt of the final results of any such test promptly upon its receipt
thereof and shall provide a copy of such results and the related report to the Borrower promptly upon the Borrower’s request.


 


(c)           Investment
Company Diversification Requirements. The Borrower (together with its Subsidiaries to the extent required by the Investment
Company Act) will at all times comply with the portfolio diversification and similar requirements set forth in the Investment
Company Act applicable to business development companies. The Borrower will at all times, subject to applicable grace periods
set forth in the Code, comply with the portfolio diversification and similar requirements set forth in the Code applicable to
RICs.


 


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 products obtained by multiplying (x) the Value of each Eligible Portfolio Investment
by (y) the applicable Advance Rate; provided that:


 


(a)           the
Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company
exceeding 6% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of
doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate), shall
be 50% of the otherwise applicable Advance Rate;


 


(b)           the
Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio Company
exceeding 12% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of
doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any Advance Rate), shall
be 0%;


 






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(c)           the
portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Cash, Cash Equivalents, Long-Term U.S. Government
Securities or Performing Cash Pay First Lien Bank Loans shall be no less than 30%, and the Borrowing Base shall be reduced by
removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion does not make up 30%
of the Borrowing Base;


 


(d)           the
portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Cash, Cash Equivalents, Long-Term U.S. Government
Securities, Performing Cash Pay First Lien Bank Loans, Performing Cash Pay Last Out Loans and Performing Cash Pay Second Lien
Bank Loans shall be no less than 50%, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom
(but not from the Collateral) to the extent such portion does not make up 50% of the Borrowing Base;


 


(e)           the
portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group shall
not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom
(but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;


 


(f)            the
portion of the Borrowing Base attributable to Non-Core Investments shall not exceed 20% of the Borrowing Base and the Borrowing
Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion
would otherwise exceed 20% of the Borrowing Base; and


 


(g)           the
portion of the Borrowing Base attributable to Foreign Eligible Portfolio Investments shall not exceed 15% of the Borrowing Base
and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to
the extent such portion would otherwise exceed 15% of the Borrowing Base.


 


For
all purposes of this Section 5.13, (i) to the extent any condition, concentration limit or calculation in this Section
5.13 incorporates financial information associated with a Portfolio Company, such information shall satisfy the definition of
Portfolio Company Data, (ii) all Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another
shall be treated as a single Portfolio Company (unless such Portfolio Companies are Affiliates of one another solely because they
are under the common Control of the same private equity sponsor or similar sponsor) and (iiiii)
to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to
choose the Eligible Portfolio Investments to be so removed to effect such reduction. In addition, as used herein, the following
terms have the following meanings:


 






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“Advance
Rate” means, as to any Eligible Portfolio Investment and subject to adjustment as provided above, the following percentages
with respect to such Eligible Portfolio Investment:


 


	Eligible
    Portfolio Investment	Unquoted	Quoted
	Cash
    and Cash Equivalents (including Short-Term U.S. Government Securities)	n/a	100%
	Long-Term
    U.S. Government Securities	n/a	95%
	Performing
    Cash Pay First Lien Bank Loans	70%	80%
	Performing
    Cash Pay Last Out Loans	65%	75%
	Performing
    Cash Pay Second Lien Bank Loans	60%	70%
	Performing
    Cash Pay High Yield Securities and Performing Cash Pay Covenant-Lite Loans	50%	60%
	Performing
    Cash Pay Mezzanine Investments	45%	55%
	Performing
    DIP Loans	35%	45%
	Performing
    Non-Cash Pay Bank Loans	35%	45%
	Performing
    Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Covenant-Lite Loans	30%	40%
	Performing
    Non-Cash Pay Mezzanine Investments	30%	40%
	Performing
    Capital Stock	20%	30%


 


For
the avoidance of doubt, the categories above are intended to be indicative of the traditional investment types. All determinations
of whether a particular Portfolio Investment belongs to one category or another shall be made by the Borrower on a consistent
basis with the foregoing. For example, a secured bank loan solely at a holding company, the only assets of which are the shares
of an operating company, may constitute Mezzanine Investments, but would not ordinarily constitute a First Lien Bank Loan.


 


“Bank
Loans” means debt obligations (including, without limitation, term loans, revolving loans, debtor-in-possession financings,
the funded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including
interim loans, bridge loans and senior subordinated loans) that are generally provided under a syndicated loan or credit facility
or pursuant to any loan agreement, note purchase agreement
or other similar creditfinancing
arrangement facility, whether or not syndicated.


 


“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 of this Agreement.


 


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


 


“Cash
Pay” means, with respect to any Portfolio Investment, that at the time of determination, (x) not less than 2/3rds (or,
in the case of First Lien Bank Loans, Last Out Loans or Second Lien Bank Loans, not less than 3/4ths) of the interest payable
in respect of such Portfolio Investment (including accretions and “pay-in-kind” interest) for the current monthly,
quarterly or semi-annual period (as applicable) is payable in cash or (y) (i) if such Portfolio Investment is a floating rate
obligation, cash interest in an amount greater than or equal to 4.5% above 3-month LIBOR is payable at least semi-annually or
(ii) if such Portfolio Investment is a fixed rate obligation, cash interest in an amount greater than or equal to 8% per annum
is payable at least semi-annually.


 






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“Covenant-Lite
Loan” means a Bank Loan that does not require the borrower thereunder to comply with any financial covenants (including
without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) (regardless
of whether compliance with one or more incurrence covenants is otherwise required by such Bank Loan).


 


“Debt
Eligible Portfolio Investment” means an Eligible Portfolio Investment which is an Investment in Indebtedness.


 


“Defaulted
Obligation” means any Investment in Indebtedness (i) as to which, (x) a default as to the payment of principal
and/or interest has occurred and is continuing for a period of thirty two (32) consecutive days with respect to such Indebtedness
(without regard to any grace period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has
occurred and the holders of such Indebtedness have accelerated all or a portion of the principal amount thereof as a result of
such default; (ii) as to which a default as to the payment of principal and/or interest has occurred and is continuing for
a period of thirty two (32) consecutive days on another material debt obligation
of the Portfolio Company under such Indebtedness which is senior or pari passu in right of payment to such Indebtedness;
(without regard to any grace period applicable thereto, or waiver
thereof); (iii) as to which the Portfolio Company under such Indebtedness or others have instituted proceedings
to have such Portfolio Company adjudicated bankrupt or insolvent or placed into receivership and such proceedings have not been
stayed or dismissed or such Portfolio Company has filed for protection under Chapter 11 of the United States Bankruptcy Code (unless,
in the case of clause (ii) or (iii), such debt is a DIP Loan, in which case it shall not be deemed to be a Defaulted Obligation
under such clause); (iv) as to which a default rate of interest has been and continues to be charged for more than 120 consecutive
days, or foreclosure on collateral for such debt has been commenced and is being pursued by or on behalf of the holders thereof;
or (v) as to which the Borrower has delivered written notice to the Portfolio Company declaring such Indebtedness in default
or as to which the Borrower otherwise exercises significant remedies following a default.


 


“DIP
Loan” means a Bank Loan, whether revolving or term, that is originated after the commencement of a case under Chapter
11 of the Bankruptcy Code by a Portfolio Company, which is a debtor in possession as described in Section 1107 of the Bankruptcy
Code or a debtor as defined in Section 101(13) of the Bankruptcy Code in such case (a “Debtor”) organized under
the laws of the United States or any state therein and domiciled in the United States, which satisfies the following criteria:
(a) the DIP Loan is duly authorized by a final order of the applicable bankruptcy court or federal district court under the provisions
of subsection (b), (c) or (d) of 11 U.S.C. Section 364; (b) the Debtor’s bankruptcy case is still pending as a case under
the provisions of Chapter 11 of Title 11 of the Bankruptcy Code and has not been dismissed or converted to a case under the provisions
of Chapter 7 of Title 11 of the Bankruptcy Code; (c) the Debtor’s obligations under such loan have not been (i) disallowed,
in whole or in part, or (ii) subordinated, in whole or in part, to the claims or interests of any other Person under the provisions
of 11 U.S.C. Section 510; (d) the DIP Loan is secured and the Liens granted by the applicable bankruptcy court or federal district
court in relation to the Loan have not been subordinated or junior to, or pari passu with, in whole or in part, to the
Liens of any other lender under the provisions of 11 U.S.C. Section 364(d) or otherwise; (e) the Debtor is not in default on its
obligations under the loan; (f) neither the Debtor nor any party in interest has filed a Chapter 11 plan with the applicable federal
bankruptcy or district court that, upon confirmation, would (i) disallow or subordinate the loan, in whole or in part, (ii) subordinate,
in whole or in part, any Lien granted in connection with such loan, (iii) fail to provide for the repayment, in full and in cash,
of the loan upon the effective date of such plan or (iv) otherwise impair, in any manner, the claim evidenced by the loan; (g)
the DIP Loan is documented in a form that is commercially reasonable; and (h) the DIP Loan shall not provide for more than 50%
(or a higher percentage with the consent of the Required Lenders) of the proceeds of such loan to be used to repay prepetition
obligations owing to all or some of the same lender(s) in a “roll-up” or similar transaction. For the purposes of
this definition, an order is a “final order” if the applicable period for filing a motion to reconsider or notice
of appeal in respect of a permanent order authorizing the Debtor to obtain credit has lapsed and no such motion or notice has
been filed with the applicable bankruptcy court or federal district court or the clerk thereof.


 






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“EBITDA”
means the consolidated net income of the applicable Person (excluding extraordinary gains and extraordinary losses (to the extent
excluded in the definition of “EBITDA” in the relevant agreement relating to the applicable Eligible Portfolio Investment))
for the relevant period plus the following to the extent deducted in calculating such consolidated net income: (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 Eligible
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; provided that in each case EBITDA
shall be calculated as of the most recently delivered financial statements of the applicable Person.


 


“First
Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security
interest on all or substantially all of the assets of the respective borrower and guarantors obligated in respect thereof, and
which has the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings;
provided, however, that, in the case of accounts receivable and inventory (and the proceeds thereof), such lien
and security interest may be second in priority to a Permitted Prior Working Capital Lien; and further provided that any
portion of such a Bank Loan which has a total debt to EBITDA ratio above 4.00x will be deemed to be a Second Lien Bank Loan. For
the avoidance of doubt, in no event shall a First Lien Bank Loan include a Last Out Loan.


 


“High
Yield Securities” means debt Securities, in each case (a) issued by public or private Portfolio Companies, (b) issued
pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision
thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof)
or Bank Loans.


 






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“Last
Out Loan” shall mean, with respect to any Bank Loan that is a term loan structured in a first out tranche and a last
out tranche (with the first out tranche entitled to a lower interest rate but priority with respect to payments), that portion
of such Bank Loan that is the last out tranche; provided that:


 


(a)
such last out tranche is entitled (along with the first out tranche) to the benefit of a first lien and first priority perfected
security interest on all or substantially all of the assets of the respective borrower and guarantors obligated in respect thereof,
and which has the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation
proceedings;


 


(b)
the ratio of (x) the amount of the first out tranche to (y) EBITDA of the underlying obligor does not at any time exceed 2.25x;


 


(c)
such last out tranche (i) gives the holders of such last out tranche full enforcement rights during the existence of an event
of default (subject to customary exceptions, including standstill periods and if the holders of the first out tranche have previously
exercised enforcement rights), (ii) shall have the same maturity date as the first out tranche, (iii) is entitled to the same
representations, covenants and events of default as the holders of the first out tranche (subject to customary exceptions), and
(iv) provides the holders of such last out tranche with customary protections (including, without limitation, consent rights with
respect to (1) any increase of the principal balance of the first out tranche, (2) any increase of the margins (other than
as a result of the imposition of default interest) applicable to the interest rates with respect to the first out tranche, (3)
any reduction of the final maturity of the first out tranche, and (4) amending or waiving any provision in the underlying loan
documents that is specific to the holders of such last out tranche); and


 


(d)
such first out tranche is not subject to multiple drawings (unless, at the time of such drawing and after giving effect thereto,
the ratio referenced in clause (b) above is not exceeded).


 


“Long-Term
U.S. Government Securities” means U.S. Government Securities maturing more than three (3) months from the applicable
date of determination.


 


“Mezzanine
Investments” means (i) debt Securities (including convertible debt Securities (other than the “in-the-money”
equity component thereof)), in each case (a) issued by public or private Portfolio Companies, (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 Portfolio
Company and (ii) a debt obligation that is not a First Lien Bank Loan, Second Lien Bank Loan, Last Out Loan, High Yield Security
or a Covenant-Lite Loan.


 


“Non-Core
Investments” means, collectively, Portfolio Investments in Performing Non-Cash Pay Investments, Performing DIP Loans
and Performing Capital Stock.


 


“Noteless
Assigned Loan” means a Bank Loan with respect to which: (a) the underlying documentation does not require the underlying
borrower to execute and deliver a promissory note to evidence the indebtedness created under such Bank Loan; (b) none of the Borrower,
the Investment Advisor, or any of their respective Affiliates is an agent with respect to such Bank Loan; and (c) the applicable
Obligor has affirmatively requested a promissory note from the underlying agent and borrower but has not been given a promissory
note from the underlying borrower (but only for so long as the applicable Portfolio Company has not received such a promissory
note).


 






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“Performing”
means with respect to any Eligible Portfolio Investment, (i)
such Eligible Portfolio Investment is not a Defaulted Obligation and (ii)
other than with respect to DIP Loans, does not represent debt or Capital Stock of a Portfolio Company that has
issued a Defaulted Obligation.


 


“Performing
Capital Stock” means Capital Stock of an issuer all of whose outstanding debt is Performing.


 


“Performing
Cash Pay Bank Loans” means First Lien Bank Loans, Last Out Loans or Second Lien Bank Loans, in each case that (a) are
Cash Pay and (b) are Performing.


 


“Performing
Cash Pay Covenant-Lite Loans” means Performing Covenant-Lite Loans that are Cash Pay.


 


“Performing
Cash Pay First Lien Bank Loans” means Performing First Lien Bank Loans that are Cash Pay.


 


“Performing
Cash Pay High Yield Securities” means Performing High Yield Securities that are Cash Pay.


 


“Performing
Cash Pay Last Out Loans” means Performing Last Out Loans that are Cash Pay.


 


“Performing
Cash Pay Mezzanine Investments” means Performing Mezzanine Investments that are Cash Pay.


 


“Performing
Cash Pay Second Lien Bank Loans”
means Performing Second Lien Bank Loans that are Cash Pay.


 


“Performing
Covenant-Lite Loans” means Covenant-Lite Loans that are Performing.


 


“Performing
DIP Loans” means DIP Loans that (a) are Cash Pay and (b) are not Defaulted Obligations.


 


“Performing
First Lien Bank Loans” means First Lien Bank Loans that (a) are not DIP Loans or Covenant-Lite Loans and (b) are Performing.


 


“Performing
High Yield Securities” means High Yield Securities that are Performing.


 


“Performing
Last Out Loans” means Last Out Loans that (a) are not DIP Loans or Covenant-Lite Loans and (b) are Performing.


 


“Performing
Mezzanine Investments” means Mezzanine Investments that are Performing.


 






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“Performing
Non-Cash Pay Bank Loans” means Performing First Lien Bank Loans, Performing Last Out Loans, and Performing Second Lien
Bank Loans, in each case that are not Cash Pay.


 


“Performing
Non-Cash Pay Covenant-Lite Loans” means Performing Covenant-Lite Loans that are not Cash Pay.


 


“Performing
Non-Cash Pay High Yield Securities” means Performing High Yield Securities that are not Cash Pay.


 


“Performing
Non-Cash Pay Mezzanine Investments” means Performing Mezzanine Investments that are not Cash Pay.


 


“Performing
Non-Cash Pay Investments” means Performing Non-Cash Pay Bank Loans, Performing Non-Cash Pay Covenant-Lite Loans, Performing
Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Mezzanine Investments.


 


“Performing
Second Lien Bank Loans” means Second Lien Bank Loans that (a) are not DIP Loans or Covenant-Lite Loans and (b) are Performing.


 


“Permitted
Prior Working Capital Lien” means, with respect to a Portfolio Company that is a borrower under a Bank Loan, a security
interest to secure a working capital facility for such Portfolio Company in the accounts receivable and inventory (and,
to the extent applicable,
all related property and proceeds thereof) of such Portfolio Company and any of its parents
and/or subsidiaries that are guarantors of such working capital facility; provided that (i) such Bank
Loan has a second priority lien on such accounts receivable and inventory (and,
to the extent applicable, all related property and
proceeds thereof), (ii) such working capital facility is not secured by any other assets (other than a second priority lien,
subject to the first priority lien of the Bank Loan) and does not benefit from any standstill rights or other agreements (other
than customary rights) with respect to any other assets and (iii) the maximum principal amount of such working capital facility
is not at any time greater than 15% of the aggregate enterprise value of the Portfolio Company (as determined pursuant to the
enterprise value as determined at closing of the transaction, and thereafter in accordance with the valuation methodology
for determining thean enterprise value offor
the applicable Portfolio Company as established by determined
in a manner consistent with the valuation methodology applied in the valuation for such Portfolio Company as determined by the
Borrower’s Board of Directors in a commercially reasonable manner, including the use of an Approved Third-Party
Appraiser in the case of Unquoted Investments).


 


“Restructured
Investment” means, as of any date of determination, (a) any Portfolio Investment that has been a Defaulted Obligation
within the past six months, (b) any Portfolio Investment that has in the past six months been on cash non-accrual, or (c) any
Portfolio Investment that has in the past six months been amended or subject to a deferral or waiver if both (i) the effect of
such amendment, deferral or waiver is either, among other things, to (1) change the amount of previously required scheduled debt
amortization (other than by reason of repayment thereof) or (2) extend the tenor of previously required scheduled debt amortization,
in each case such that the remaining weighted average life of such Portfolio Investment is extended by more than 20% and (ii)
the reason for such amendment, deferral or waiver is related to the deterioration of the credit profile of the underlying borrower
such that, in the absence of such amendment, deferral or waiver, it is reasonably expected by the Borrower that such underlying
borrower either (x) will not be able to make any such previously required scheduled debt amortization payment or (y) is anticipated
to incur a breach of a material financial covenant. A DIP Loan shall not be deemed to be a Restructured Investment, so long as
it does not meet the conditions of the definition of Restructured Investment.


 






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“Second
Lien Bank Loan” means a Bank Loan (other than a First Lien Bank Loan and a Last Out Loan) that is entitled to the benefit
of a first and/or second lien and first and/or second priority perfected security interest on all or substantially all of the
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 three (3) months of the applicable
date of determination.


 


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


 


“Value”
means, with respect to any Eligible Portfolio Investment, the value thereof determined for purposes of this Agreement in accordance
with Section 5.12(b)(ii) or 5.12(b)(iii), as applicable.


 


ARTICLE VI



NEGATIVE COVENANTS


 


Until
the Termination Date, the Borrower covenants and agrees with the Lenders that:


 


SECTION 6.01.     Indebtedness.
The Borrower will not nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness,
except:


 


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


 






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(b)           (i) Unsecured
Shorter-Term Indebtedness (including any refinancing or replacement thereof) and (ii) Secured Longer-Term Indebtedness (including
any refinancing or replacement thereof), provided that, in the case of each of clauses (i) and (ii) above, (w) no
Default exists at the time of the incurrence, refinancing or replacement thereof, (x) on the date of incurrence, refinancing or
replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Section 6.07 after giving
effect to the incurrence, refinancing or replacement thereof and on the date of such incurrence, refinancing or replacement the
Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect, (y) prior to and immediately
after giving effect to the incurrence, refinancing or replacement thereof, the Covered Debt Amount does not or would not exceed
the Borrowing Base then in effect, and (z) on the date of incurrence, refinancing or replacement thereof, the Borrower delivers
to the Administrative Agent a Borrowing Base Certificate as at such date demonstrating compliance with (or a certification that
the Borrower is in compliance with) subclause (y) after giving effect to such incurrence, refinancing or replacement.


 


(c)           Unsecured
Longer-Term Indebtedness (including any refinancing or replacement thereof), so long as (x) no Default exists at the time
of the incurrence, refinancing or replacement thereof and (y) on the date of incurrence, refinancing or replacement thereof, the
Borrower is in pro forma compliance with each of the covenants set forth in Section 6.07 after giving effect to the incurrence,
refinancing or replacement thereof and on the date of such incurrence, refinancing or replacement the Borrower delivers to the
Administrative Agent a certificate of a Financial Officer to such effect;


 


(d)           Indebtedness
of Financing Subsidiaries; provided that (i) on the date that such Indebtedness is incurred (for clarity, with respect
to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the
time such facility is entered into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each
of the covenants set forth in Section 6.07 after giving effect to the incurrence thereof and on the date of such incurrence
Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect, and (ii) in addition,
in the case of revolving loan facilities or staged advance loan facilities, upon each borrowing thereunder, the Borrower is in
pro forma compliance with the covenant set forth in Section 6.07(b).


 


(e)           
(i) additional unsecured Indebtedness (other than Hedging Agreements specifically provided for in the following clauses
(ii) and (iii))) not
for borrowed money, in an aggregate amount (when taken together with Indebtedness
under Section 6.01(m)) not to exceed $15,000,000 at any time outstanding; (ii) interest rate and foreign currency
Hedging Agreements entered into by Borrower or any Subsidiary (other than any Financing Subsidiary) in the ordinary course of
the Borrower’s financial planning and not for speculative purposes, and which shall not hedge Indebtedness of any Financing
Subsidiary, or (iii) interest rate and foreign currency Hedging Agreements entered into by any Financing Subsidiary;


 


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


 


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


 


(h)           Indebtedness
of an Obligor to any other Obligor;


 






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(i)            obligations
of the Borrower under a Permitted SBIC Guarantee and obligations (including Guarantees) in respect of Standard Securitization
Undertakings;


 


(j)            indebtedness
of the Borrower on account of the sale by the Borrower of the first out tranche of any First Lien Bank Loan that arises solely
as an accounting matter under ASC 860; provided that such Indebtedness (i) is non-recourse to the Borrower and its Subsidiaries
and (ii) would not represent a claim against the Borrower or any of its Subsidiaries in a bankruptcy, insolvency or liquidation
proceeding of the Borrower or its Subsidiaries, in each case in excess of the amount sold or purportedly sold; and


 


(k)           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 (k) of Article VII.;



 


(l)            beginning
on the respective dates that the 2019 Notes and the 2020 Notes no longer constitute Unsecured Longer-Term Indebtedness, the 2019
Notes and the 2020 Notes; and


 


(m)          Indebtedness
arising under Credit Default Swaps where an Obligor is a protection seller so long as (i) 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 and (ii) the aggregate amount of such Indebtedness, together with the aggregate amount of Indebtedness under Section
6.01(e)(i), does not exceed $15,000,000.


 


For
purposes of preparing the Borrowing Base Certificate described in clause (b)  above, (A) the fair market value of Quoted
Investments shall be the most recent quotation available for such Eligible Portfolio 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 pursuant to Section 5.01(d) or if an Unquoted Investment is acquired after the delivery of the
Borrowing Base Certificate most recently delivered, then the Value of such Unquoted Investment shall be the lower of the cost
of such Unquoted Investment and the Internal Value of such Unquoted Investment; provided, that the Borrower shall reduce
the Value of any Eligible Portfolio Investment referred to in this sub-clause (B) to the extent necessary to take into account
any events of which the Borrower has knowledge that adversely affect the value of such Eligible Portfolio Investment.


 


SECTION 6.02.     Liens.
The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any
property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) 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 Amendment No.
2 Effective Date and set forth in Schedule 3.11(b); provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries, and (ii) any
such Lien shall secure only those obligations which it secures on the Amendment
No. 2 Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal
amount thereof;


 






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(b)           Liens
created pursuant to the Security Documents;


 


(c)           Liens
on assets owned by Financing Subsidiaries;


 


(d)           Liens
securing Hedging Agreement Obligations and Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) (including
Liens in favor of the “Designated Indebtedness Holders” pursuant to the Guarantee and Security Agreement);


 


(e)           Permitted
Liens;


 


(f)            [Reserved];


 


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


 


(h)           Liens
created by posting of cash collateral in connection with Hedging Agreements permitted under Section 6.04(c) or
Credit Default Swaps where an Obligor is a protection seller permitted under Section 6.01(m) in
an aggregate amount not to exceed $5,000,00015,000,000
at any time; provided that, for the avoidance of doubt, at no time shall such cash collateral constitute an Eligible Portfolio
Investment; and


 


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


 


SECTION 6.03.     Fundamental
Changes. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries or Immaterial
Subsidiaries) to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any of its Subsidiaries (other than
Financing Subsidiaries) 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 its Subsidiaries (other than Financing Subsidiaries
or Immaterial Subsidiaries) to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, any part of its assets (including, without limitation, Cash, Cash Equivalents and Equity Interests), whether now
owned or hereafter acquired, but excluding (x) assets (including Cash and Cash Equivalents but excluding Portfolio Investments)
sold or disposed of in the ordinary course of business of the Borrower and its Subsidiaries (other than the Financing Subsidiaries)
(including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries
(other than the Financing Subsidiaries)) and (y) subject to the provisions of clauses (e), (f) and (g) below, Portfolio Investments.


 






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Notwithstanding
the foregoing provisions of this Section:


 


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


 


(b)           any
Subsidiary of the Borrower may sell, lease, transfer 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)           any
Subsidiary of the Borrower may be liquidated or dissolved; provided that (i) in connection with such liquidation or
dissolution, any and all of the assets of such Subsidiary shall be distributed or otherwise transferred to the Borrower or any
wholly owned Subsidiary Guarantor of the Borrower and (ii) the Borrower determines in good faith that such liquidation is
in the best interests of the Borrower and is not materially disadvantageous to the Lenders;


 


(d)           the
capital stock of any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any wholly
owned Subsidiary Guarantor of the Borrower;


 


(e)           the
Obligors may sell, transfer or otherwise dispose of Portfolio Investments (other than to a Financing Subsidiary) so long as prior
to and 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) the Covered Debt Amount does not exceed the Borrowing Base;


 


(f)            the
Obligors may sell, transfer or otherwise dispose of Portfolio Investments, Cash and Cash Equivalents to a Financing Subsidiary
(including in the form of advances) so long as (i) prior to and 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) the
Covered Debt Amount does not exceed the Borrowing Base and no Default exists and the Borrower delivers to the Administrative
Agent a certificate of a Financial Officer to such effect,, (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 115% of the Covered Debt Amount (after giving pro forma
effect to any prepayments of the Covered Debt Amount in connection with such disposition);


 


(g)           an
Obligor may transfer assets to a Financing Subsidiary for the sole purpose of facilitating the transfer of assets from one Financing
Subsidiary (or a Subsidiary that was a Financing Subsidiary immediately prior to such disposition) to another Financing Subsidiary,
directly or indirectly through such Obligor (such assets, the “Transferred Assets”), provided that (i)
no Default exists or is continuing at such time, (ii) the Covered Debt Amount shall not exceed the Borrowing Base at such time
and (iii) the Transferred Assets were transferred to such Obligor by the transferor Financing Subsidiary on the same Business
Day that such assets are transferred by such Obligor to the transferee Financing Subsidiary;


 






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(h)           the
Borrower and its Subsidiaries may sell, lease, transfer 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;


 


(i)            the
Borrower and its Subsidiaries may deposit and use cash to purchase shares of common stock of the Borrower in connection with the
Tender Offer; and 


 


(i)            [intentionally
omitted]; and 


 


(j)            the
Borrower may merge or consolidate with any other Person, 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 and be continuing.


 


SECTION 6.04.     Investments.
The Borrower will not, nor will it permit any of its Subsidiaries 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)           (i)
Hedging Agreements entered into by Borrower or any Subsidiary (other than any Financing Subsidiary) in the ordinary course of
the Borrower’s financial planning and not for speculative purposes, and which shall not hedge Indebtedness of any Financing
Subsidiary, or (ii) Hedging Agreements entered into by any Financing Subsidiary in the ordinary course of such Financing
Subsidiary’s financial planning and not for speculative purposes;


 


(d)           Portfolio
Investments (excluding, for the avoidance of doubt, any derivatives)
by the Borrower and its Subsidiaries to the extent such Portfolio Investments are permitted under
the Investment Company Act (to the extent such applicable Person is subject to the Investment Company Act) and the Investment
Policies;


 


(e)           (i)
Equity Interests in Financing Subsidiaries in existence on the Amendment No.
2 Effective Date; and (ii) (x) Equity Interests in Financing Subsidiaries acquired
after the Amendment No. 2 Effective Date and (y) capital contributions
or advances after the Amendment No. 2 Effective Date to any
Financing Subsidiary after the Amendment No. 2 Effective Date,
in each case of clauses (x) and (y) to the extent not prohibited by Sections 6.03(f) or (g);


 


(f)            Investments
by any Financing Subsidiary;


 


(g)           Investments
in Cash and Cash Equivalents;


 


(h)           [Reserved]Investments
constituting Credit Default Swaps; and


 






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(i)            additional
Investments up to but not exceeding $20,000,000 in the aggregate (for purposes of this clause (i), 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 (calculated
at the time such Investment is made), 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 any Investment
be less than zero, and provided further that the amount of any Investment shall not be reduced by reason of any write-off
of such Investment, nor increased by way of 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 its Subsidiaries (other than the Financing Subsidiaries) to, declare
or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that:


 


(a)           the
Borrower may declare and pay dividends with respect to the Equity Interests of the Borrower (including, for the avoidance of doubt,
pursuant to any distribution reinvestment plan of the Borrower) payable solely in additional shares of the Borrower’s common
stock;


 


(b)           (A)
the Borrower may declare and pay dividends and distributions in either case in cash or other property (excluding for this purpose
the Borrower’s common stock) in or with respect to any taxable year of the Borrower (or any calendar year, as relevant)
in amounts not to exceed 110% of the amounts that are required to be distributed to: (i) allow the Borrower to satisfy the
minimum distribution requirements imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility
to be taxed as a RIC for any such taxable year, (ii) reduce to zero for any such taxable year its liability for federal income
taxes imposed on (y) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor
thereto), orand (z) its
net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero its
liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor
thereto);


 


(B)
the Borrower may make other Restricted Payments (including repurchasing its shares of common stock in connection with
the Tender Offer) if at the time of any such Restricted Payment, (i) no Default shall have occurred and be continuing,
(ii) the Covered Debt Amount does not exceed 85% of the Borrowing Base calculated on a pro forma basis after giving effect
to any such Restricted Payment and (iii) the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate
as of such date demonstrating compliance with the foregoing after giving effect to such Restricted Payment.


 


(c)           the
Subsidiaries of the Borrower may declare and pay Restricted Payments to the Borrower or any Subsidiary Guarantor; and


 


(d)           the
Obligors may make Restricted Payments to repurchase Equity Interests of the Borrower from officers, directors and employees of
Franklin Square Holdings, L.P., the Investment Advisor, the Borrower or any of its Subsidiaries or their respective authorized
representatives upon the death, disability or termination of employment of such employees or termination of their seat on the
Board of Directors of Franklin Square Holdings, L.P., the Investment Advisor, the Borrower or any of its Subsidiaries, in an aggregate
amount not to exceed $1,000,0002,500,000
in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar
years subject to a maximum of $2,000,0005,000,000
in any calendar year.


 






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For
the avoidance of doubt, (1) the Borrower shall not declare any dividend to the extent such declaration violates the provisions
of the Investment Company Act applicable to it and (2) the determination of the amounts referred to in paragraph (b) above shall
be made separately for the taxable year of the Borrower (in the case of amounts calculated under clauses (b)(i) and (ii) above)
and the calendar year of the Borrower (in the case of amounts calculated under clause (b)(iii) above) and the limitation on dividends
or distributions imposed by such clause shall apply separately to the amounts so determined. 


 


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 granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments
or the sale, assignment, transfer or other disposition of property, except for any prohibitions or restraints contained in (i) any
Indebtedness permitted under Section 6.01(b) or (c), (ii) any Indebtedness permitted under Section 6.01 secured
by a Lien permitted under clause (j) of the definition of “Permitted Liens”; provided that such prohibitions
and restraints are applicable by their terms only to the assets that are subject to such Lien, (iii) any Indebtedness permitted
under Section 6.01(f) or (g) secured by a Permitted Lien; provided that such prohibitions and restraints are applicable
by their terms only to the assets that are subject to such Lien and (iv) any agreement, instrument or other arrangement pertaining
to any sale or other disposition of any asset permitted by this Agreement so long as the applicable restrictions (i) only apply
to such assets and (ii) do not restrict prior to the consummation of such sale or disposition the creation or existence of the
Liens in favor of the Collateral Agent pursuant to the Security Documents or otherwise required by this Agreement, or the incurrence
or payment of Indebtedness under this Agreement or the ability of the Borrower and its Subsidiaries to perform any other obligation
under any of the Loan Documents.


 


SECTION 6.07.     Certain
Financial Covenants.


 


(a)           Minimum
Stockholder’s Equity. The Borrower will not permit Stockholders’ Equity as of the last day of any fiscal quarter
of the Borrower to be less than the greater of (i) 40% of the total assets of the Borrower and its Subsidiaries as at the
last day of such fiscal quarter (determined on a consolidated basis, without duplication, in accordance with GAAP) and (ii) $1,980,744,000
(less any amounts paid by the Borrower to purchase its shares of common stock in connection with the Tender Offer)1,700,000,000 plus 50% of the aggregate net
proceeds of all sales of Equity Interests by the Borrower and its Subsidiaries after the Amendment
No. 2 Effective Date (other than (a) the proceeds of sales of Equity Interests by and among the Borrower and its
Subsidiaries and (b) proceeds of any distribution reinvestment plan used to redeem or repurchase Equity Interests of the Borrower).


 


(b)           Asset
Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 2.00 to 1 at any time.


 






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(c)           Obligors’
Net Worth Test. At any time when the Borrowing Base is less than 1.50x of the aggregate Covered Debt Amount, the Borrower
will not permit the sum of (a) Obligors’ Net Worth plus (b) 30% of SPV Equity Value at any time to be less than the sum
of (i) Unsecured Longer-Term Indebtedness plus (ii) accrued but unpaid Advisory Fees at such time.


 


(d)           Liquidity
Test. The Borrower will not permit the aggregate Value of the Eligible Portfolio Investments that can be converted to Cash
in fewer than 20 Business Days without more than a 5% change in price to be less than 10% of the Covered Debt Amount for more
than 30 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 (i) transactions in the ordinary course of business
at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary (or, in the case of a transaction
between an Obligor and a non-Obligor Subsidiary, not less favorable to such Obligor) than could be obtained at the time on an
arm’s-length basis from unrelated third parties, (ii) transactions between or among the Obligors not involving any
other Affiliate, (iii) 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 not less favorable to the Obligors than could be obtained at the time on an arm’s-length basis from unrelated
third parties, (iv) Restricted Payments permitted by Section 6.05, dispositions permitted by Sections 6.03(f) and (g),
and Investments permitted by Section 6.04(e), (v) the transactions provided in the Affiliate Agreements as the same may be
amended in accordance with Section 6.11(b), (vi) existing transactions with Affiliates as set forth in Schedule 6.08,
(vii) transactions with one or more Affiliates permitted by anthe
exemptive relief
order issued on June 4, 2013(Release No. 30548) granted
by the SEC to the Borrower and certain of its Affiliates substantially consistent with the terms described in Order Under
Sections 17(D), 57(A)(4) and 57(I) of(the “Original Order”),
as may be amended from time to time, and any future exemptive relief order granting relief to the Borrower from the same provisions
of, and rules promulgated under, the Investment Company Act of 1940 and Rule 17D-1 Under the Act (theas
the Original Order on substantially similar terms (each an “Exemptive Order”) or (viiviii)
the payment of compensation and reimbursement of expenses of directors in a manner consistent with current practice of the Borrower
and general market practice, and indemnification to directors in the ordinary course of business.


 


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.


 






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SECTION 6.10.     No
Further Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries (other than Financing Subsidiaries)
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 and the other Loan Documents and documents with respect to Indebtedness permitted under Section 6.01(b)
and (e); (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to Designated
Indebtedness Obligations or Designated Indebtedness Holders under (and, in each case, as defined in) the Guarantee and Security
Agreement) prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained in leases not
subject to a waiver; and (d) 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 Indebtedness and Affiliate Agreements. The Borrower will not, and will not permit any of its Subsidiaries (other than Financing
Subsidiaries) 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,
Unsecured Longer-Term Indebtedness or Unsecured Shorter-Term Indebtedness that would result in such Indebtedness not meeting the
requirements of the definition of “Secured Longer-Term Indebtedness”, “Unsecured Longer-Term Indebtedness”
or “Unsecured Shorter-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless,
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


 


(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.


 


The
Administrative Agent hereby acknowledges and agrees that the Borrower may, at any time and from time to time, without the consent
of the Administrative Agent, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing,
securing or relating to Indebtedness permitted pursuant to Section 6.01(d) and (e), including increases in the principal
amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms; provided that no such amendment, restatement or modification shall, unless Borrower complies with the terms of Section 5.08(a)(i) hereof,
cause a Financing Subsidiary to fail to be a “Financing Subsidiary” in accordance with the definition thereof.


 






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SECTION 6.12.     Payments
of Longer-TermCertain Indebtedness.
The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) 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, the 2019 Notes, the 2020 Notes,
any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i) the refinancing of the
2019 Notes, the 2020 Notes, Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Secured
Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01, or (ii) with the proceeds of
any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) regularly
scheduled payments and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment
when due of the types of fees and expenses that are customarily paid in connection with 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)) or, (b) payments and
prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.09(c).
and (c) prepayments of the 2019 Notes and the 2020 Notes so long as, on the
date of such prepayment, prior to and immediately following such prepayment, (1) no Default shall have occurred and be continuing,
(2) the Covered Debt Amount does not exceed 85% of the Borrowing Base calculated on a pro forma basis, (3) the Borrower delivers
to the Administrative Agent and each Lender a Borrowing Base Certificate as of such date demonstrating compliance with the foregoing
and (4) the Borrower has a minimum credit rating of at least “BBB-” by S&P or an equivalent rating by Fitch.


 


SECTION 6.13.     Modification
of Investment Policies. Other than with respect to Permitted Policy Amendments, the Borrower will not amend, supplement, waive
or otherwise modify in any material respect the Investment Policies as in effect on the Amendment
No. 2 Effective Date.


 


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.


 


SECTION
6.15      Sanctions. DirectlyThe
Borrower will not, nor will it permit any of its Subsidiaries to, directly or
indirectly, use the proceeds of any Loan or the issuance of any Letter of Credit, or lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with
any individual or entity, or in any Designated JurisdictionSanctioned
Country, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result
in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender,
Administrative Agent, Issuing Bank or otherwise) of Sanctions.


 


ARTICLE VII



EVENTS OF DEFAULT


 


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


 


(a)           (i)
the Borrower shall fail to pay any principal of any Loan (including, without limitation, any principal payable under Section 2.09(b),
(c) or (d)) 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 and when required by Section 2.08(a);


 






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(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 or warranty 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 5.01(e), Section 5.02(a),
Section 5.03 (with respect to the Borrower’s and its Subsidiaries’ existence only, and not with respect to the
Borrower’s and its Subsidiaries’ rights, licenses, permits, privileges or franchises), Sections 5.08(a) or (b),
Section 5.10, Section 5.12(c) or in Article VI or any Obligor shall default in the performance of any of its obligations
contained in Section 7 of the Guarantee and Security Agreement or (ii) Section 5.01(f) or Sections 5.02(b),
(c) or (d) and, in the case of this clause (ii), such failure shall continue unremedied for a period of five or more
days after the Borrower has knowledge of such failure;


 


(e)           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) or (d) 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;


 


(f)            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;


 


(g)           any
event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) that
enables or permits (with or without the giving of notice) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to, as a result of an event of default under such Material Indebtedness, cause such Material Indebtedness
to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, unless,
in the case of this clause (ii), such event or condition is no longer continuing or has been waived in accordance with the terms
of such Material Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer
enabled or permitted to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; provided that this clause (g) 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 provided such conversion, repurchase
or redemption is settled only with Permitted Equity Interests (other than interest and expenses, which may be paid in cash);


 






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(h)           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;


 


(i)            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 (h) 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;


 


(j)            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;


 


(k)           one
or more judgments for the payment of money in an aggregate amount in excess of $10,000,00025,000,000 shall be rendered against the Borrower or any of its Subsidiaries (other than
Immaterial Subsidiaries) or any combination thereof and (i) the same shall remain undischarged for a period of 30 consecutive
days following the entry of such judgment during which 30 day period such judgment shall not have been vacated, stayed,
discharged or bonded pending appeal, or liability for such judgment amount shall not have been admitted by an insurer of reputable
standing, or (ii) 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;


 


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


 


(m)          a
Change in Control shall occur;


 






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(n)           (i)
GSO/Blackstone Debt Funds Management LLC (so long as it is a Subsidiary of GSO Capital Partners LP) or any other Subsidiary of
GSO Capital Partners LP that is organized under the laws of a jurisdiction located in the United States of America and in the
business of managing or advising clients shall cease to be the investment sub-advisor for the Borrower; or (ii) FB Income Advisor
LLC (so long as it is an Affiliate of Franklin Square Holdings, L.P.) shall cease to be the investment advisor for the Borrower
and in each case, no successor reasonably acceptable to the Required Lenders
shall have been appointed within thirty (30) days after the resignation or removal of such Person;


 


(o)           any
SBIC Subsidiary shall become the subject of an enforcement action and be transferred into liquidation status by the SBA;


 


(p)           the
Liens created by the Security Documents shall, at any time with respect to Portfolio Investments held by Obligors having an aggregate
Value in excess of 5% of the aggregate Value of all Portfolio Investments held by Obligors, 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 Collateral Agent (or any Obligor or any Affiliate of an Obligor shall so assert in writing), free and clear of all other Liens
(other than Liens permitted under Section 6.02 or under the respective Security Documents) except as a result of a disposition
of Portfolio Investments in a transaction or series of transactions permitted under this Agreement and except to the extent that
any such loss of perfection results from the failure of the Collateral Agent to maintain possession of certificates representing
securities pledged under the Guarantee and Collateral Agreement; provided that if such default is as a result of any action of
the Administrative Agent or Collateral Agent or a failure of the Administrative Agent or Collateral Agent to take any action within
its control, then there shall be no Default or Event of Default hereunder unless such default shall continue unremedied for a
period of ten (10) consecutive Business Days after the Borrower receives written notice of such default thereof from the Administrative
Agent unless the continuance thereof is a result of a failure of the Collateral Agent or Administrative Agent to take an action
within their control;


 


(q)           except
for expiration or termination in accordance with its terms, any of the Security 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 any Obligor,
or there shall be any actual invalidity of any guaranty thereunder or any Obligor or any Affiliate of an Obligor shall so assert
in writing; or


 


(r)            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 described in clause (h) or (i) 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 described in clause (h) or (i) 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.


 






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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 102% of 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 described in clause (h) or
(i) 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 Commitments
shall automatically and without further act be terminated, (ii) 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 or Letter of Credit 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 or Letters of Credit, whether
or not such Lender shall previously have participated therein, 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.
It is understood and agreed that the CAM Exchange, in itself, will not affect the aggregate amount of Designated Obligations owing
by the Obligors. 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 such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.


 






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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). Any direct payment received by a Lender on or
after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative
Agent for distribution to the Lenders in accordance herewith.


 


ARTICLE VIII



THE ADMINISTRATIVE AGENT


 


SECTION 8.01.     Appointment
of the Administrative Agent. Each of the Lenders and the Issuing Bank 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.


 


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 of
its Subsidiaries 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. The Administrative Agent shall not be responsible for or have any liability
for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Competitors.
Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or
inquire as to whether any Participant or prospective Participant is a Competitor or (y) have any liability with respect to or
arising out of any participation of Loans, or disclosure of confidential information to, any Competitor.


 






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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,
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 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 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.


 


SECTION 8.06.     Resignation;
Successor Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank
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 (provided that no such consent shall be required if an Event of Default has occurred and is continuing),
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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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.


 


SECTION 8.08.     Modifications
to Loan Documents. Except as otherwise provided in Section 9.02(b) or 9.02(c), 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 (1) release any Lien covering
property that is the subject of either a disposition of property permitted hereunder (which
such release shall be automatic and require no further action from any party) or
a disposition to which the Required Lenders have consented and (2) release from the Guarantee and Security Agreement any “Subsidiary
Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a Structured Subsidiary in accordance with
this Agreement or which is no longer required to be a “Subsidiary Guarantor”, so long as in the case of this clause
(2): (A) immediately after giving effect to any such release (and any concurrent acquisitions of Portfolio Investments or payment
of outstanding Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate
of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under
the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Borrowing Base
immediately after giving effect to such release is at least 115% of the Covered Debt Amount and (C) no Default has occurred and
is continuing.


 






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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 or (to the extent permitted by Section 9.01(b)) e-mail, as follows:


 


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


 


FS
Investment Corporation

2929 Arch Street, Suite 675

201 Rouse Boulevard


Philadelphia,
PA 1910419112


Attention:
Gerald F. Stahlecker


Telecopy
Number: (215) 222-4649


Direct
Telephone: (215) 495-1169

Main Telephone: (215) 495-1150


E-mail:

jerry.stahlecker@franklinsquarecredit.notices@fsinvestments.com


 


with
a copy to (which shall not

constitute notice):


  


Dechert
LLP


1095
Avenue of the Americas


New York,
NY 10036


Attention:
Jay R. Alicandri, Esq.


Telecopy
Number: 212-698-3599


Telephone
Number: 212-698-3800


E-mail:
jay.alicandri@dechert.com





 


(ii)           if
to the Administrative Agent or the Issuing Bank, to it at:


 


ING
Capital LLC


13251133
Avenue of the Americas


New York,
New York 1001910036

Attention: Mark LaGreca

Telecopy Number: 646-424-8234


Telephone
Number: 646-424-3862


E-mail:
mark.lagreca@americas. ing.com


E-mail:
DLNYCLoan AgencyTeam@ing.com


 






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with
a copy to (which shall not

constitute notice):


  


ING
Capital LLC


13251133
Avenue of the Americas


New York,
New York 1001910036

Attention: Patrick FrischDominik Breuer

Telecopy Number: (646) 424-6919


Telephone
Number: (646) 424-69126269


E-mail:
Patrick.Frisch@americas.Dominik.Breuer@ing.com


 


with
a copy to (which shall not

constitute notice):

 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Terry E. Schimek, Esq.

Telecopy Number: (212) 757-3990

Telephone Number: (212) 373-3005

E-mail: tschimek@paulweiss.com


  


(iii)          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 or e-mail address 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 Bank 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 the Issuing Bank pursuant to Section 2.05
if such Lender or the Issuing Bank 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.


 






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Unless
the Administrative Agent otherwise prescribes, (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.


 


(c)           Documents
to be Delivered under Sections 5.01 and 5.12(a)to Lenders.
For so long as a DebtdomainTM 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
an electronic copy or a notice identifying the website where such information is located for posting by the Administrative Agent
on DebtdomainTM or such equivalent website; provided that the Administrative Agent shall have no responsibility to
maintain access to DebtdomainTM or an equivalent website.


 


SECTION 9.02.     Waivers;
Amendments.


 


(a)           No
Deemed Waivers Remedies Cumulative. No failure or delay by the Administrative Agent, the Issuing Bank 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 Bank 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 shall not be construed
as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice
or knowledge of such Default at the time.


 


(b)           Amendments
to this Agreement. 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, subject to Section 2.17(b), no such agreement shall


 


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


 


(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 directly 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 or
other amounts payable to a Lender hereunder, or reduce the amount or waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender directly affected thereby,


 






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(iv)         change
Sections 2.07(b) or (d), 2.16(b), (c) or (d) (or other sections referred to therein to the extent relating to pro rata
payments) in a manner that would alter the pro rata reduction of commitments, sharing of payments, or making of disbursements,
required thereby without the written consent of each Lender directly affected thereby,


 


(v)          change
any of the provisions of this Section, 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,


 


(vi)         change
any of the provisions of the definition of the term “Agreed Foreign Currency” or any other provision hereof specifying
the Foreign Currencies in which each Multicurrency Lender must make Multicurrency Loans, or make any determination or grant any
consent hereunder with respect to the definition of “Agreed Foreign Currencies” without the written consent of each
Multicurrency Lender, or


 


(vii)         permit
the assignment or transfer by the Borrower of any of its rights or obligations under any Loan Document without the consent of
each Lender;


 


provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative
Agent or the Issuing Bank hereunder without the prior written consent of the Administrative Agent or the Issuing Bank, as the
case may be, and (y) the consent of Lenders holding not less than two-thirds of the total Revolving Credit Exposures and
unused Commitments will be required for (A) any change adverse to the Lenders affecting the provisions of this Agreement
relating to the Borrowing Base (including the definitions used therein), or the provisions of Section 5.12(b)(ii), and (B) any
release of any material portion of the Collateral or any Subsidiary Guarantor other than for fair value or as otherwise permitted
hereunder or under the other Loan Documents (subject to Section 9.02(c)(ii)).


 


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, amendment or modification as provided above; provided, however, for the avoidance of doubt, in no other circumstances
shall the concurrence of the Required Lenders of a particular Class be required for any waiver, amendment or modification of any
provision of this Agreement or any other Loan Document.


 






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(c)           Amendments
to Security Documents.  No Security Document nor any provision thereof may be waived, amended or modified, except to
the extent otherwise expressly contemplated by the GuarantyGuarantee
and Security Agreement, and the Liens granted under the GuarantyGuarantee
and Security Agreement may not be spread to secure any additional obligations (including any increase in Loans
hereunder, but excluding (x) any increase pursuant to any Commitment Increase under Section 2.07(f) to an
amount such that immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder
is not greater than the amount set forth in Section 2.07(f)(i)(B) as in effect from time to time) except to the extent otherwise
expressly contemplated by the GuarantyGuarantee
and Security Agreement or 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, subject to Section 2.17(b), (i) without the written
consent of the holders of not less than two-thirds of the total Revolving Credit Exposures and unused Commitments, no waiver,
amendment or modification to the GuarantyGuarantee
and Security Agreement shall (A) release any Obligor representing more than 10% of the Stockholder’s Equity of the
Borrower from its obligations under the Security Documents, (B) release any guarantor representing more than 10% of the Stockholder’s
Equity of the Borrower under the Guarantee and Security Agreement from its guarantee obligations thereunder, or (C) amend
the definition of “Collateral” under the Security Documents (except to add additional collateral) and (ii) without
the written consent of each Lender, no such agreement shall (W) release all or substantially all of the Obligors from their respective
obligations under the Security Documents, (X) release all or substantially all of the collateral security or otherwise terminate
all or substantially all of the Liens under the Security Documents, (Y) release all or substantially all of the guarantors under
the Guarantee and Security Agreement from their guarantee obligations thereunder, or (Z) 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 the collateral security provided thereby;
except that no such consent described in clause (i) or (ii) above 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,) 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 or the required number or percentage of Lenders have consented (and
such Lien shall be released automatically to the extent provided in Section 10.03(e) of the Guarantee and Security Agreement),
or otherwise in accordance with Section 9.15.


 


(d)           Replacement
of Non-Consenting Lender. If, in connection with any proposed amendment, waiver or consent requiring (i) the consent
of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the
holders of the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders is obtained,
but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being
referred to herein as a “Non-Consenting Lender”), then 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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SECTION 9.03.     Expenses;
Indemnity; Damage Waiver.


 


(a)           Costs
and Expenses. The Borrower shall pay (i) all reasonable documented and out-of-pocket costs and expenses incurred by the
Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable,
documented and out-of-pocket fees, charges and disbursements of up to one counsel
for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel) and, if
necessary, the reasonable, documented and out-of-pocket fees,
costs and expenses of one local counsel per jurisdiction, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration (other than internal overhead charges) 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) including, subject to the last sentence of this clause (a), all costs and expenses of
the Independent Valuation Provider, (ii) all reasonable documented and out-of-pocket expenses incurred by the Issuing Bank
in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,
(iii) all reasonable documented and out-of-pocket costs and
expenses incurred by the Administrative Agent, Collateral Agent, Issuing Bank
or any Lender, including the reasonable and,
documented and out-of-pocket fees, charges and
disbursements of any one firm of outside counsel for the Administrative
Agent, and the Collateral Agent or any
Lender, collectively as well as one firm of outside counsel for the
Lenders collectively, and additional counsel in each local jurisdiction and should any conflict of interest arise, in each case
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 out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and
all reasonable documented and out-of-pocket 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. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible
for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Sections 5.06(b)
and 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) .05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP
Supplemental Cap”).


 


(b)           Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank 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 and related expenses, including the reasonable
and, documented
and out-of-pocket fees, charges and disbursements of any counsel
for any Indemnitee (other than the allocated costs of internal counsel), 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 (including, without limitation, any arrangement entered into with an
Independent Valuation Provider), (ii) any Loan or the use of the proceeds therefrom (including any refusal by the 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 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 (1) are 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, (2) result from a claim
brought against such Indemnitee for breach of such Indemnitee’s material obligations under this Agreement or the other Loan Documents, if there has been a final and nonappealable judgment
against such Indemnitee on such claim as determined by a court of competent jurisdiction or (3) result from a claim arising
as a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent or
an Issuing Bank, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the
Borrower or its Affiliates). This Section 9.03(b) shall not apply with respect to Taxes 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 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
or the Issuing Bank under paragraph (a) or (b) of this Section (and without limiting its obligation to do so) or
to the extent that the fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Section 5.12(b)(iii) exceed
the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental
Cap, the Administrative Agent shall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding
such expenses), each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, 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 or the Issuing Bank 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 the use of the proceeds thereof.


 


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


 






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(f)            No
Fiduciary Duty. 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 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.


 


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 the 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 (and any attempted assignment or transfer by any Lender which is not in accordance with this Section shall
be treated as provided in the last sentence of Section 9.04(b)(iii)). 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 the 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 Bank 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 all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and
LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned
or delayed) of:


 


(A)          the
Borrower; provided that (i) 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, and (ii) the Borrower shall be
deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within
five (5) Business Days after having received written notice thereof; and


 






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(B)          the
Administrative Agent and (in the case of Multicurrency Commitments or Multicurrency Loans) the Issuing Bank.


 


(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 $1,000,000 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;


 


(B)          each
partial assignment of any Class of 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 Class of Commitments and 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 $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 Guarantors shall
not be obligated (except in the case of an assignment pursuant to Section 2.18(b)); and


 


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


 


(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 2.13, 2.14, 2.15 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.


 






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(c)           Maintenance
of Registers by Administrative Agent. The Administrative Agent, acting solely for this purpose as ana
non-fiduciary 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” for tax purposes 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 Bank 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. The Registers shall be available
for inspection by the Borrower, the 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 2.13 (or any other increased costs protection provision), 2.14 or 2.15. 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
(1) 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 sell participations to one or more banks or other entities (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) such Lender’s obligations
under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and,
(iii) the Borrower, the Administrative Agent, the Issuing Bank 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. and (iv)
except when an Event of Default has occurred and is continuing, no Lender may sell a participation to any Competitor.
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 2.13, 2.14 and 2.15 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. 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 that
such Participant agrees to be subject to Section 2.16(d) as though it were a Lender hereunder. Each Lender that sells
a participation shall, acting solely for this purpose as ana
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 Commitments 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 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 disclosure is necessary to establish that such commitment, loan or other obligation
is in registered form under Section 5f.103-1(c) of the 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.


 






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(g)           Limitations
on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.13, 2.14
or 2.15 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 2.15 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 Section 2.15(f) as though it were a Lender.


 


(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,
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.


 


(i)            No
Assignments or Participations to the Borrower or Affiliates or Certain Other Persons. Anything in this Section to the
contrary notwithstanding, no Lender may (i) assign or participate any interest in any Commitment or 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, or (ii) assign
any interest in any Commitment or Loan or LC Exposure held by it hereunder to a natural person or to any Person known by such
Lender at the time of such assignment to be a Defaulting Lender, a Subsidiary of a Defaulting Lender or a Person who, upon consummation
of such assignment would be a Defaulting Lender.


 


(j)            Multicurrency
Lenders. Any assignment by a Multicurrency Lender, so long as no Event of Default has occurred and is continuing, must be
to a Person that is able to fund and receive payments on account of each outstanding Agreed Foreign Currency at such time without
the need to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency”.


 


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,
the 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 2.13, 2.14, 2.15,
9.03, this 9.05, 9.08, 9.11 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 of the Letters of Credit and
the Commitments or the termination of this Agreement or any provision hereof.


 






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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. This Agreement shall become effective when provided in Section 4.01,
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 or electronic mail shall be effective as
delivery of a manually executed counterpart of this Agreement.


 


(b)          Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, 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.


 


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 any Obligor against any of and all the obligations of any Obligor 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. 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
promptly to notify the Borrower after any such set-off and application made by such Lender; provided that the failure to
give such notice shall not affect the validity of such set-off and application


 






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SECTION 9.09.     Governing
Law; Jurisdiction; Etc.


 


(a)            Governing
Law. This Agreement 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, 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,
the 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.


 


(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 irrevocably consents to service of process in the manner provided for notices in
Section 9.01. 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 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.


 






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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
(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. Subject to Section 2.16(a), 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 in 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.


 


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; Confidentiality.


 


(a)           Treatment
of Certain Information. 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.


 






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(b)           Confidentiality.
Each of the Administrative Agent (including in its capacity as the Collateral Agent), the Lenders and the Issuing Bank agrees
to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) 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), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) 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, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of
or Participant in, any of its rights or obligations under this Agreement; provided, further that,
ifso long as no
Event of Default under clause (a), (b), (h), (i) or (j) of Article VIIhas
occurred or is continuing, such Person is not a direct competitor of the Borrower, as specified by the
Borrower on a list delivered to the Administrative Agent on or prior to the Effective Date, as such list may be updated from time
to time with the consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed (so long as at the
time of such update no Event of Default shall have occurred and be continuing), which list (or any update thereto) shall be promptly
disclosed to the LendersCompetitor or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower, on a confidential basis to (i) any rating agency in connection with rating
the Borrower or its Subsidiaries or the Loans, (ii) the CUSIP Service Bureau or any similar agency in connection with the
issuance and monitoring of CUSIP numbers with respect to the Loans, (h) 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 the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower,
or (i) in connection with the Lenders’ right to grant security interest pursuant to Section 9.04(h) to the Federal
Reserve Bank or any other central bank, or subject to an agreement containing provisions substantially the same as those of this
Section, to any other pledgee or assignee pursuant to Section 9.04(h).


 


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 or any Portfolio Investment (including its Value),
other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender 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 shall be deemed confidential at the time
of delivery unless clearly indentifiedidentified therein
as nonconfidential. 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.


 


SECTION 9.14.     USA
PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender to identify the Borrower in accordance with said Act.


 






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SECTION 9.15.     Termination.
Promptly upon the Termination Date, the Administrative Agent shall direct the Collateral Agent to, on behalf of the Administrative
Agent, the Collateral Agent and the Lenders, deliver to Borrower such termination statements and releases and other documents
reasonably necessary or appropriate to evidence the termination of this Agreement, the Loan Documents, and each of the documents
securing the obligations hereunder as the Borrower may reasonably request, all at the sole cost and expense of the Borrower.


 



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Exhibit
B


 


[On
File]


 






     


     

    

 


Exhibit
C


 






    


     


    

 


	 



 


GUARANTEE, PLEDGE AND SECURITY AGREEMENT


 


dated as of


 


April 3, 2014


 


and


 


as
amended by Amendment No. 1 to Guarantee, Pledge and Security Agreement 

dated as of March 16, 2017


 


among


 


FS INVESTMENT CORPORATION, 


as Borrower


 


The SUBSIDIARY GUARANTORS Party Hereto


 


ING CAPITAL LLC,

as Revolving Administrative Agent


 


Each FINANCING AGENT and

DESIGNATED INDEBTEDNESS HOLDER Party Hereto


 


and


 


ING CAPITAL LLC,

as Collateral Agent


	 





 






    	 



     


    

 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	Section 1.	 	Definitions, Etc.	2
	1.01	 	Certain Uniform Commercial Code Terms	2
	1.02	 	Additional Definitions	2
	1.03	 	Terms Generally	21
	 	 	 	 
	Section 2.	 	Representations and Warranties	21
	2.01	 	Organization	21
	2.02	 	Authorization; Enforceability	2122
	2.03	 	Governmental Approvals; No Conflicts	22
	2.04	 	Title	22
	2.05	 	Names, Etc.	23
	2.06	 	Changes in Circumstances	2223
	2.07	 	Pledged Equity Interests	23
	2.08	 	Promissory Notes	24
	2.09	 	Deposit Accounts and Securities Accounts	24
	2.10	 	Commercial Tort Claims	2324
	2.11	 	Intellectual Property and Licenses	24
	 	 	 	 
	Section 3.	 	Guarantee	2526
	3.01	 	The Guarantee	2526
	3.02	 	Obligations Unconditional	2526
	3.03	 	Reinstatement	2627
	3.04	 	Subrogation	27
	3.05	 	Remedies	28
	3.06	 	Continuing Guarantee	2728
	3.07	 	Instrument for the Payment of Money	2728
	3.08	 	Rights of Contribution	2728
	3.09	 	General Limitation on Guarantee Obligations	2829
	3.10	 	Indemnity by Borrower	29
	3.11	 	Keepwell	29
	 	 	 	 
	Section 4.	 	Collateral	30
	 	 	 	 
	Section 5.	 	Certain Agreements Among Secured Parties	3031
	5.01	 	Priorities; Additional Collateral	3031
	5.02	 	Turnover of Collateral	32
	5.03	 	Cooperation of Secured Parties	3132
	5.04	 	Limitation upon Certain Independent Actions by Secured Parties	3132
	5.05	 	No Challenges	33
	5.06	 	Rights of Secured Parties as to Secured Obligations	32



 






    i


     


    

 

	Section 6.	 	Designation of Designated Indebtedness; Recordkeeping, Etc.	3233
	6.01	 	Designation of Other Indebtedness	3233
	6.02	 	Recordkeeping	34
	6.03	 	Further Assurances	3334
	 	 	 	 
	Section 7.	 	Covenants of the Obligors	3334
	7.01	 	Delivery and Other Perfection	35
	7.02	 	Name; Jurisdiction of Organization, Etc.	3536
	7.03	 	Other Liens, Financing Statements or Control	36
	7.04	 	Transfer of Collateral	37
	7.05	 	Additional Subsidiary Guarantors	37
	7.06	 	Control Agreements	3637
	7.07	 	Revolving Credit Facility	37
	7.08	 	Pledged Equity Interests	38
	7.09	 	Voting Rights, Dividends, Etc. in Respect of Pledged Interests	39
	7.10	 	Commercial Tort Claims	40
	7.11	 	Intellectual Property	41
	 	 	 	 
	Section 8.	 	Acceleration Notice; Remedies; Distribution of Collateral	42
	8.01	 	Notice of Acceleration	42
	8.02	 	Preservation of Rights	42
	8.03	 	Events of Default, Etc.	42
	8.04	 	Deficiency	4344
	8.05	 	Private Sale	4344
	8.06	 	Application of Proceeds	45
	8.07	 	Attorney-in-Fact	46
	8.08	 	Grant of Intellectual Property License	46
	8.09	 	Authority	4546
	8.10	 	Exercise of Control	46
	 	 	 	 
	Section 9.	 	The Collateral Agent	47
	9.01	 	Appointment; Powers and Immunities	47
	9.02	 	Information Regarding Secured Parties	47
	9.03	 	Reliance by Collateral Agent	48
	9.04	 	Rights as a Secured Party	4748
	9.05	 	Indemnification	49
	9.06	 	Non-Reliance on Collateral Agent and Other Secured Parties	49
	9.07	 	Failure to Act	49
	9.08	 	Resignation of Collateral Agent	50
	9.09	 	Agents and Attorneys-in-Fact	4950
	 	 	 	 
	Section 10.	 	Miscellaneous	4950
	10.01	 	Notices	4950
	10.02	 	No Waiver	51
	10.03	 	Amendments to Security Documents, Etc.	51
	10.04	 	Expenses; Indemnity; Damage Waiver	53
	10.05	 	Successors and Assigns	54


 






    ii


     


    

 


	10.06	 	Counterparts; Integration; Effectiveness; Electronic Execution	54
	10.07	 	Severability	5354
	10.08	 	Governing Law; Submission to Jurisdiction	55
	10.09	 	Waiver of Jury Trial	5455
	10.10	 	Headings	56
	10.11	 	Termination	56
	10.12	 	Confidentiality	5556
	 	 	 	 


	ANNEX 2.05	-	Obligor Information
	ANNEX 2.07	-	Pledged Equity Interests
	ANNEX 2.08	-	Pledged Debt
	ANNEX 2.09	-	Accounts
	ANNEX 2.10	-	Commercial Tort Claims
	ANNEX 2.11	-	Copyrights, Patents and Trademarks
	 	 	 
	EXHIBIT A	–	Form of Notice of Designation for Designated Indebtedness
	EXHIBIT B	–	Form of Guarantee Assumption Agreement
	EXHIBIT C	–	Form of Intellectual Property Security Agreement
	EXHIBIT D	–	Form of Pledge Supplement
	EXHIBIT E	–	Form of Joinder Agreement for Designated Indebtedness







 




    iii


     


    

 


GUARANTEE, PLEDGE AND SECURITY AGREEMENT,
dated as of April 3, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”),
among FS Investment Corporation, a corporation duly organized and validly existing under the laws of the State of Maryland (the
“Borrower”), IC American Energy Investments, Inc., a corporation duly organized and validly existing under the
laws of the state of Delaware, FSIC Investments, Inc., a corporation duly organized and validly existing under the laws of the
state of Delaware, IC Altus Investments, LLC, a limited liability company duly
organized and validly existing under the laws of the state of Delaware, IC Arches Investments, LLC, a limited liability company
duly organized and validly existing under the laws of the state of Delaware, Race Street Funding LLC, a Delaware limited liability
company, IC Northern Investments LLC, a Delaware limited liability company, and each other entity that becomes a
“SUBSIDIARY GUARANTOR” after the date hereofAmendment
No. 2 Effective Date pursuant to Section 7.05 hereof (collectively, the “Subsidiary Guarantors”
and, together with the Borrower, the “Obligors”), ING CAPITAL LLC, as administrative agent for the parties defined
as “Lenders” under the Revolving Credit Facility referred to below (in such capacity, together with its successors
in such capacity, the “Revolving Administrative Agent”), each “Financing Agent” or “Designated
Indebtedness Holder” that becomes a party hereto after the date hereofAmendment
No. 2 Effective Date pursuant to Section 6.01 hereof and ING CAPITAL LLC, as collateral agent for the Secured Parties
hereinafter referred to (in such capacity, together with its successors in such capacity, the “Collateral Agent”).


 


W I T N E S S E T H:


 


WHEREAS, concurrently with the execution and
delivery of this Agreement, the Borrower, certain lenders and the Revolving Administrative Agent are entering into the Revolving
Credit Facility, pursuant to which such lenders have agreed to extend credit (by means of revolving loans and letters of credit)
to the Borrower from time to time;


 


WHEREAS, the Borrower may from time to time
after the date hereofAmendment No. 2 Effective Date
wish to incur additional indebtedness permitted by the Revolving Credit Facility that the Borrower designates as “Designated
Indebtedness” under this Agreement, which indebtedness is to be entitled to the benefits of this Agreement;


 


WHEREAS, to induce such lenders to extend
credit to the Borrower under the Revolving Credit Facility and the holders of any “Designated Indebtedness” to extend
other credit to the Borrower, the Borrower wishes to provide (a) for certain of its Subsidiaries from time to time to become parties
hereto and to guarantee the payment of the Guaranteed Obligations (as hereinafter defined), and (b) for the Borrower and the Subsidiary
Guarantors to provide collateral security for the Secured Obligations (as hereinafter defined);


 


WHEREAS, the Revolving Administrative Agent
(on behalf of itself and the Revolving Lenders), any Financing Agent (on behalf of itself and the holders of the “Designated
Indebtedness” for which it serves as agent or trustee) and each Designated Indebtedness Holder that becomes a party hereto
pursuant to Section 6.01 are or will be entering into this Agreement for the purpose of setting forth their respective rights to
the Collateral (as hereinafter defined); and


 






    	 



     


    

 


WHEREAS, the Obligors and the Secured Parties
agree that the Collateral Agent shall administer the Collateral, and the Collateral Agent is willing to so administer the Collateral
pursuant to the terms and conditions set forth herein;


 


NOW THEREFORE, the parties hereto agree as
follows:


 


Section 1.          Definitions, Etc.


 


1.01          Certain
Uniform Commercial Code Terms. As used herein, the terms “Account”, “Chattel Paper”,
“Commodity Account”, “Commodity Contract”, “Deposit Account”, “Document”,
“Electronic Chattel Paper”, “General Intangible”, “Goods”, “Instrument”,
“Inventory”, “Equipment”, “Investment Property”, “Letter-of-Credit Right”,
“Money”, “Proceeds”, “Promissory Note”, “Supporting Obligations” and
“Tangible Chattel Paper” have the respective meanings set forth in Article 9 of the NYUCC, and the terms
“Certificated Security”, “Clearing Corporation”, “Entitlement Holder”, “Financial
Asset”, “Indorsement”, “Securities Account”, “Securities
Intermediary”, “Security”, “Security Entitlement” and “Uncertificated Security”
have the respective meanings set forth in Article 8 of the NYUCC.


 


1.02          Additional
Definitions. In addition, as used herein:


 


“Acceleration” means the
Credit Agreement Obligations or any other Secured Obligations of any Secured Party having been declared (or become) due and payable
in full in accordance with the applicable Debt Documents following the occurrence of an “event of default” (as defined
in the applicable Debt Documents) or an analogous event by the Borrower and the receipt of any notice and/or expiration of any
applicable grace period with respect thereto.


 


“Acceleration Notice” has
the meaning specified in Section 8.01.


 


“Affiliate” means, with
respect to a specified Person, 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. Anything herein to the contrary notwithstanding, the term “Affiliate”
of an Obligor shall not include any Person that constitutes an Investment held by any Obligor in the ordinary course of business.


 


“Agent Members” means members
of, or participants in, a depositary, including the Depositary, Euroclear or Clearstream.


 


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


 






    	2 



     


    

 


“Bank Loan” means debt
obligations (including, without limitation, term loans, revolving loans, debtor-in-possession financings, the funded portion of
revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge
loans and senior subordinated loans) that are generally provided under a syndicated loan or credit facility or pursuant to any
loan agreement or other similar credit facility, whether or not syndicated.


 


“Belgium” means the Kingdom
of Belgium


 


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


 


“Borrowing Base” has the
meaning given to such term in the Revolving Credit Facility.


 


“Business Day” means any
day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to
remain closed.


 


“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. Notwithstanding any other provision contained herein, solely with respect to
any change in GAAP after the Effective Date with respect to the accounting for leases as either operating leases or capital leases,
any lease that is not (or would not be) a capital lease under GAAP as in effect on Effective Date shall not be treated as a capital
lease, and any lease that would be treated as a capital lease under GAAP as in effect on the Effective Date shall continue to be
treated as a capital lease, hereunder and under the other Loan Documents, notwithstanding such change in GAAP after the Effective
Date, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes
in GAAP after the Effective Date).


 


“CFC” means an entity that
is a “controlled foreign corporation” of any Obligor within the meaning of Section 957 of the Code.


 


“Class” means, separately,
each of the following: (a) the Revolving Lenders as a group; and (b) the Designated Indebtedness Holders holding a Series of Designated
Indebtedness as a group.


 


“Clearing Corporation Security”
means a security that is registered in the name of, or Indorsed to, a Clearing Corporation or its nominee or is in the possession
of the Clearing Corporation in bearer form or Indorsed in blank by an appropriate Person.


 






    	3 



     


    

 


“Clearstream” means Clearstream
Banking, société anonyme, a corporation organized under the laws of the Grand Duchy of Luxembourg.


 


“Clearstream Security”
means a Security that (a) is a debt or equity security and (b) is capable of being transferred to an Agent Member’s account
at Clearstream pursuant to the definition of “Delivery”, whether or not such transfer has occurred.


 


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


 


“Collateral” has the meaning
assigned to such term in Section 4.


 


“Commercial Tort Claims”
means all “commercial tort claims” (as defined in Article 9 of the NYUCC) held by any Obligor, including, without limitation,
all commercial tort claims listed on Annex 2.10 hereto.


 


“Commitment” means, with
respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and/or to participate in letters
of credit, as such commitment may be (a) reduced or increased from time to time pursuant to the Revolving Credit Facility and (b)
reduced or increased from time to time pursuant to assignments by or to such Revolving Lender pursuant to the Revolving Credit
Facility.


 


“Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.


 


“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.


 


“Copyright Licenses” means
any and all agreements providing for the granting of any right in or to Copyrights (whether such Obligor is licensee or licensor
thereunder) including, without limitation, each agreement referred to in Annex 2.11 hereto.


 


“Copyrights” shall mean
all United States and foreign copyrights (including community designs), including but not limited to copyrights in software and
databases, and all “Mask Works” (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered,
and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation,
the registrations and applications referred to in Annex 2.11 hereto, (ii) all extensions and renewals thereof, (iii) all
rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and
(v) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds
of suit.


 






    	4 



     


    

 


“Credit Agreement Obligations”
means, collectively, all obligations of the Borrower and the Subsidiary Guarantors to the Revolving Lenders and the Revolving Administrative
Agent under the Revolving Credit Facility and the other Loan Documents, including in each case in respect of the principal of and
interest on the loans made or letters of credit issued thereunder, and all reimbursement obligations, fees, indemnification payments
and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the
Revolving Administrative Agent or the Revolving Lenders or any of them under or in respect of the Revolving Credit Facility and
the other Loan Documents, and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy
or insolvency proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such
proceeding; provided that Credit Agreement Obligations shall not include any Excluded Swap Obligation.


 


“Custodian” means State
Street Bank and Trust Company, or any other financial institution mutually agreeable to the Collateral Agent and the Borrower,
as custodian holding documentation for Portfolio Investments, and accounts of the Obligors holding Portfolio Investments, on behalf
of the Obligors and, pursuant to the Custodian Agreement, the Collateral Agent. The term “Custodian” includes any agent
or sub-custodian acting on behalf of the Custodian.


 


“Custodian Agreement” means
a control agreement entered into by and among an Obligor, the Collateral Agent and a Custodian, in form and substance reasonably
acceptable to the Collateral Agent.


 


“Debt Documents” means,
collectively, the Revolving Credit Facility, the Designated Indebtedness Documents, any Hedging Agreement evidencing or relating
to any Hedging Agreement Obligations and the Security Documents.


 


“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.


 


“Deliver”, “Delivered”
or “Delivery” (whether to the Collateral Agent or otherwise) means, with respect to any Portfolio Investment
of any Obligor or other Collateral, that such Portfolio Investment or other Collateral is held, registered or covered by a recorded
UCC-1 financing statement as described below, in each case in a manner reasonably satisfactory to the Collateral Agent:


 


(a)          subject
to clause (l) below, in the case of each Certificated Security (other than a Special Equity Interest, U.S. Government Security,
Clearing Corporation Security, Euroclear Security or Clearstream Security), that such Certificated Security is either (i) in the
possession of the Collateral Agent and registered in the name of the Collateral Agent (or its nominee) or Indorsed to the Collateral
Agent or in blank, or (ii) in the possession of the Custodian and registered in the name of the Custodian (or its nominee) or Indorsed
in blank and, in the case of this clause (ii), the Custodian has either (A) agreed in documentation reasonably acceptable to the
Collateral Agent (it being understood that the Custodian Agreement dated as of the Effective Date is reasonably acceptable to the
Collateral Agent) to hold such Certificated Security as bailee on behalf of the Collateral Agent or (B) credited the same to a
Securities Account for which the Custodian is a Securities Intermediary and has agreed that such Certificated Security constitutes
a Financial Asset and that the Collateral Agent has NYUCC Control over such Securities Account;


 






    	5 



     


    

 


(b)          subject
to clause (l) below, in the case of each Instrument, that such Instrument is either (i) in the possession of the Collateral Agent
and indorsed to the Collateral Agent or in blank or (ii) in the possession of the Custodian and the Custodian has either (x) agreed
in documentation reasonably acceptable to the Collateral Agent (it being understood that the Custodian Agreement dated as of the
Effective Date is reasonably acceptable to the Collateral Agent) to hold such Instrument as agent or bailee of the Collateral Agent
or (y) credited the same to a Securities Account for which the Custodian is a Securities Intermediary and has agreed that such
Instrument constitutes a Financial Asset and that the Collateral Agent has NYUCC Control over such Securities Account;


 


(c)          subject
to clause (l) below, in the case of each Uncertificated Security (other than a Special Equity Interest, U.S. Government Security,
Clearing Corporation Security, Euroclear Security or Clearstream Security), that such Uncertificated Security is either (i) registered
on the books of the issuer thereof to the Collateral Agent (or its nominee), or (ii) registered on the books of the issuer thereof
to the Custodian (or its nominee) under an arrangement where the Custodian has credited the same to a Securities Account for which
the Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that
the Collateral Agent has NYUCC Control over such Securities Account;


 


(d)          subject
to clause (l) below, in the case of each Clearing Corporation Security, that such Clearing Corporation Security is either (i) credited
to a Securities Account of the Collateral Agent at such Clearing Corporation (and, if such Clearing Corporation Security is a Certificated
Security, that the same is in the possession of such Clearing Corporation, or of an agent or custodian on its behalf), or (ii)
credited to a Securities Account of the Custodian at such Clearing Corporation (and, if a Certificated Security, so held in the
possession of such Clearing Corporation, or of an agent or custodian on its behalf) and the Security Entitlement of the Custodian
in such Clearing Corporation Securities Account has been credited by the Custodian to a Securities Account for which the Custodian
is a Securities Intermediary under an arrangement where the Custodian has agreed that such Clearing Corporation Security constitutes
a Financial Asset and that the Collateral Agent has NYUCC Control over such Securities Account;


 






    	6 



     


    

 


(e)          in
the case of each Euroclear Security and Clearstream Security, that the actions described in clause (d) above have been taken with
respect to such Security as if such Security were a Clearing Corporation Security and Euroclear and Clearstream were Clearing Corporations;
provided, that such additional actions shall have been taken as shall be necessary under the law of Belgium (in the case
of Euroclear) and Luxembourg (in the case of Clearstream) to accord the Collateral Agent rights substantially equivalent to NYUCC
Control over such Security under the NYUCC;


 


(f)          in
the case of each U.S. Government Security, that such U.S. Government Security is either (i) credited to a securities account of
the Collateral Agent at a Federal Reserve Bank, or (ii) credited to a Securities Account of the Custodian at a Federal Reserve
Bank and the Security Entitlement of the Custodian in such Federal Reserve Bank Securities Account has been credited by the Custodian
to a Securities Account for which the Custodian is a Securities Intermediary under an arrangement where the Custodian has agreed
that such U.S. Government Security constitutes a Financial Asset and that the Collateral Agent has NYUCC Control over such Securities
Account;


 


(g)          in
the case of any Tangible Chattel Paper, that the original of such Tangible Chattel Paper is either (i) in the possession of the
Collateral Agent in the United States or (ii) in the possession of the Custodian in the United States under an arrangement where
the Custodian has agreed to hold such Tangible Chattel Paper as agent or bailee on behalf of the Collateral Agent, and in each
case any agreements that constitute or evidence such Tangible Chattel Paper is free of any marks or notations indicating that it
is then pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent;


 


(h)          subject
to clause (m) below, in the case of each General Intangible (including any participation in a debt obligation) of an Obligor organized
in the United States, that such General Intangible falls within the collateral description of a UCC-1 financing statement, naming
the relevant Obligor as debtor and the Collateral Agent as secured party and filed (x) in the jurisdiction of organization of such
Obligor, in the case of an Obligor that is a “registered organization” (as defined in the NYUCC) or (y) in such other
filing office as may be required for perfection by filing under the Uniform Commercial Code as in effect in any applicable jurisdiction,
in the case of any other Obligor; provided that in the case of a participation in a debt obligation where such debt obligation
is evidenced by an Instrument, any of the following: (i) the criteria in clause (b) above have been satisfied with respect to such
Instrument, (ii) such Instrument is in the possession of the applicable participating institution in the United States, and such
participating institution has agreed that it holds possession of such Instrument for the benefit of the Collateral Agent (or for
the benefit of the Custodian, and the Custodian has agreed that it holds the interest in such Instrument as agent or bailee on
behalf of the Collateral Agent) or (iii) such Instrument is in the possession of the applicable participating institution outside
of the United States and the relevant Obligor has taken or caused
such participating institution (and, if applicable, the obligor that issued such Instrument) has takento
take such actions as shall be necessary under the law of the jurisdiction where such Instrument is physically located
to accord the Collateral Agent rights substantially equivalent to NYUCC Control over such Instrument under the NYUCC;


 






    	7 



     


    

 


(i)          subject
to clause (m) below, in the case of each General Intangible (including any participation in a debt obligation) of an Obligor not
organized in the United States, that such Obligor shall have taken such action as shall be necessary to accord the Collateral Agent
rights substantially equivalent to a perfected first-priority (subject to Liens permitted pursuant to the Debt Documents) security
interest in such General Intangible under the NYUCC;


 


(j)          in
the case of any Deposit Account or Securities Account, that the bank or Securities Intermediary at which such Deposit Account or
Securities Account, as applicable, is located has agreed that the Collateral Agent has NYUCC Control over such Deposit Account
or Securities Account, or that such Deposit Account or Securities Account is in the name of the Custodian and the Custodian has
credited its rights in respect of such Deposit Account or Securities Account (the “Underlying Accounts”) to
a Securities Account for which the Custodian is a Securities Intermediary under an arrangement where the Custodian has agreed that
the rights of the Custodian in such Underlying Accounts constitute a Financial Asset and that the Collateral Agent has NYUCC Control
over such Securities Account;


 


(k)          in
the case of any money (regardless of currency), that such money has been credited to a Deposit Account or Securities Account over
which the Collateral Agent has NYUCC Control as described in clause (j) above;


 


(l)          in
the case of any Certificated Security, Uncertificated Security or Instrument or Special Equity Interest either physically located
outside of the United States or issued by a Person organized outside of the United States, that such additional actions shall have
been taken as shall be necessary under applicable law to accord the Collateral Agent rights substantially equivalent to those accorded
to a secured party under the NYUCC that has possession or control of such Certificated Security, Uncertificated Security, Instrument
or Special Equity Interest;


 


(m)          in
the case of each Portfolio Investment of any Obligor consisting of a Bank Loan, in addition to all other actions required to be
taken hereunder, that all actions shall have been taken as required by Section 5.08(c)(iv), (v) and (vi), as applicable, of the
Revolving Credit Facility;


 






    	8 



     


    

 


(n)          subject
to clause (l) above, in the case of a Special Equity Interest constituting a Certificated Security, that the holder of the first
Lien on such Certificated Security has possession of such Certificated Security in the United States (which has been registered
in the name of such holder (or its nominee) or Indorsed to such holder or in blank) and has agreed to deliver the certificates
evidencing such Certificated Security directly to the Collateral Agent upon the discharge of such Lien and has acknowledged that
it holds such certificates for the Collateral Agent subject to such Lien (it being understood that, upon receipt of any such Certificated
Security, if so requested by the Borrower the Collateral Agent shall deliver the same to the Custodian to be held in accordance
with the provisions of clause (a) above) and, in the case of a Special Equity Interest constituting an Uncertificated Security,
that the holder of the first Lien on such Uncertificated Security has been registered as the holder thereof on the books of the
issuer thereof and acknowledged that it holds such Uncertificated Security for the Collateral Agent subject to such Lien; and


 


(o)          in
the case of each Portfolio Investment of any Obligor or other Collateral not of a type covered by the foregoing clauses (a) through
(n), that such Portfolio Investment or other Collateral (to the extent required to be “Delivered” pursuant to Section
7.01(a)) has been transferred to the Collateral Agent in accordance with applicable law and regulation.


 


Notwithstanding the foregoing, any Instrument
or Promissory Note in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial
Code filing may satisfy the requirements of the definition “Deliver”, “Delivered” and “Delivery”
if it otherwise satisfies all the requirements hereof notwithstanding the fact that it is not in the physical possession of the
Collateral Agent or the Custodian (x) if such Portfolio Investment is owned by such Obligor on the date of this Agreement, if such
Instrument or Promissory Note is in the possession of the Collateral Agent or the Custodian as required above within 30 Business
Days from the date hereof, and (y) (1) if such Portfolio Investment is acquired by the Obligor after the date hereof, if such Instrument
or Promissory Note is in the possession of the Collateral Agent or the Custodian as required above within 10 Business Days of the
acquisition of the Portfolio Investment relating to such Instrument or Promissory Note, or 10 Business Days of the issuance of
such Instrument or Promissory Note, and (2) as a result of the syndication, sale, transfer, assignment or exchange of a portion
of a Portfolio Investment relating to such Instrument or Promissory Note, if the Borrower, within 20 Business Days, receives new
or additional Instruments or Promissory Notes in connection with such syndication, sale, transfer, assignment or exchange and such
new or additional Instruments or Promissory Notes are in the possession of the Collateral Agent or the Custodian as required above.


 


“Depositary” means The
Depositary Trust Company, its nominees and their respective successors.


 


“Designated Indebtedness”
means any Indebtedness that has been designated by the Borrower at the time of the incurrence thereof as “Designated Indebtedness”
for purposes of this Agreement in accordance with the requirements of Section 6.01.


 






    	9 



     


    

 


“Designated Indebtedness Documents”
means, in respect of any Designated Indebtedness, all documents or instruments pursuant to which such Designated Indebtedness shall
be incurred or otherwise governing the terms or conditions thereof.


 


“Designated Indebtedness Holders”
means, in respect of any Designated Indebtedness, the Persons from time to time holding such Designated Indebtedness.


 


“Designated Indebtedness Obligations”
means, collectively, in respect of any Designated Indebtedness, all obligations of the Borrower to any Designated Indebtedness
Holder or Financing Agent under the Designated Indebtedness Documents relating to such Designated Indebtedness, including in each
case in respect of the principal of and interest on loans made, letters of credit issued and any the notes or other instruments
issued thereunder, all reimbursement obligations, fees, indemnification payments and other amounts whatsoever, whether direct or
indirect, absolute or contingent, now or hereafter from time to time owing to any Designated Indebtedness Holder or any Financing
Agent or any of them under or in respect of such Designated Indebtedness Documents, and including all interest and expenses accrued
or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or
not such interest or expenses are allowed as a claim in such proceeding; provided that Designated Indebtedness Obligations
shall not include any Excluded Swap Obligation.


 


“Effective Date” means
April 3, 2014.


 


“Eligible Liens” means
those Liens on the Collateral included in the Borrowing Base permitted by each Debt Document (for the avoidance of doubt in the
event of any conflict or difference among the Debt Documents, the most restrictive provisions that are in effect (after taking
into account any modification, supplement, amendment or waiver to such provisions) shall apply against the Obligors hereunder).


 


“Enforcement Action” means
an action under applicable law to (a) foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise
realize upon (judicially or non-judicially), or lease, license, or otherwise dispose of (whether publicly or privately), Collateral,
or otherwise exercise or enforce remedial rights with respect to Collateral under the Security Documents (including by way of set-off,
recoupment notification of a public or private sale or other disposition pursuant to the NYUCC or other applicable law, notification
to account debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under landlord
consents, if applicable), (b) solicit bids from third parties to conduct the liquidation or disposition of Collateral or to engage
or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third parties for
the purposes of valuing, marketing, promoting, and selling Collateral, (c) to receive a transfer of Collateral in satisfaction
of the Secured Obligations, (d) to otherwise enforce a security interest or exercise another right or remedy, as a secured creditor
or otherwise, pertaining to the Collateral at law, in equity, or pursuant to the Debt Documents (including the commencement of
applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described
in the preceding clauses, and exercising voting rights in respect of equity interests comprising Collateral); provided that
“Enforcement Action” will not be deemed to include (x) actions in preparation for any of the foregoing and (y) actions
to preserve rights of the Grantors, Collateral Agent and/or the Secured Parties in and to the Collateral.


 






    	10 



     


    

 


“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 in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest. As used in this Agreement, “Equity Interests” shall not include convertible
debt unless and until such debt has been converted to capital stock.


 


“Excluded Assets” means,
individually and collectively, (i) any Excluded Equity Interest, (ii) any payroll accounts so long as such payroll account
is coded as such, withholding tax accounts, pension fund accounts, 401(k) accounts, and other deposit accounts specifically
and exclusively used for payroll, payroll taxes and other employee
wage, health and benefit payments, (iii) any fiduciary accounts or any account for which any Obligor is the servicer for another
Person, including any accounts in the name of any Obligor in its capacity as servicer for a Financing Subsidiary or any “Agency
Account” pursuant to the Revolving Credit Facility, (iv) anyfor
the avoidance of doubt, any “escrow” or analogous account in which an Obligor has an interest, (v) to the extent constituting
a Permitted Lien, any account which exclusively holds cash collateral posted as margin to secure any Hedging Agreement, (vi) any
intent-to-use application for United States trademark registration, (v) any Margin Stock acquired in connection with the
Tender Offer and (vivii) any Equity Interest
in a Portfolio Investment that is issued as an “equity kicker” to holders of subordinated debt and such Equity Interest
is pledged to secure senior debt of such Portfolio Investment to the extent prohibited thereby.


 


“Excluded Equity Interest”
means any (i) Equity Interest of a CFC or a Transparent Subsidiary, other than (x) non-voting Equity Interests in a CFC or Transparent
Subsidiary, as applicable, that are directly held by an Obligor, and (y) 65% of the voting Equity Interests in a CFC or Transparent
Subsidiary, as applicable, that are directly held by an Obligor, and (ii) Equity Interest issued by any Financing Subsidiary; provided,
that if any such CFC, Transparent Subsidiary or Financing Subsidiary shall at any time cease to be a CFC, Transparent Subsidiary
or Financing Subsidiary, as applicable, pursuant to the Revolving Credit Facility or otherwise, the Equity Interests issued by
such Person shall no longer constitute Excluded Equity Interests and shall become part of the Collateral hereunder.


 






    	11 



     


    

 


“Excluded Swap Obligation”
shall mean, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee
of such Subsidiary Guarantor, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation
(or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time
the Guarantee of such Subsidiary Guarantor becomes effective with respect to such specific Swap Obligation. If a Swap Obligation
arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“Euroclear” means Euroclear
Bank, S.A., as operator of the Euroclear system.


 


“Euroclear Security” means
a Security that (a) is a debt or equity Security and (b) is capable of being transferred to an Agent Member’s account at
Euroclear, whether or not such transfer has occurred.


 


“Event of Default” means
any Event of Default under and as defined in the Revolving Credit Facility, and any event or condition that enables or permits
(after giving effect to any applicable grace or cure periods) the holder or holders of any Designated Indebtedness Obligations
or Hedging Agreement Obligations or any trustee or agent on its or their behalf to cause any Designated Indebtedness Obligations
or Hedging Agreement Obligations to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior
to its scheduled maturity.


 


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


 


“Financing Agent” means,
in respect of any Designated Indebtedness, any trustee, representative or agent for the holders of such Designated Indebtedness.


 


“Financing Subsidiary”
means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.


 


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


 


“Governmental Authority”
means the government of the United States 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.


 






    	12 



     


    

 


“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
endorsements for collection or deposit in the ordinary course of business or customary indemnification agreements entered into
in the ordinary course of business in connection with obligations that do not constitute Indebtedness. The amount of any Guarantee
at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary obligation in respect
of which such Guarantee is incurred, unless the terms of such Guarantee expressly provide that the maximum amount for which such
Person may be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be deemed to be an amount
equal to such lesser amount).


 


“Guarantee Assumption Agreement”
means a Guarantee Assumption Agreement substantially in the form of Exhibit B, between the Collateral Agent and an entity
that, pursuant to Section 7.05, is required to become a “Subsidiary Guarantor” hereunder (with such changes as the
Collateral Agent shall reasonably request, consistent with the requirements of Section 7.05, or to which the Collateral Agent shall
otherwise consent).


 


“Guaranteed Obligations”
means, collectively, the Credit Agreement Obligations, the Designated Indebtedness Obligations and the Hedging Agreement Obligations.


 


“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.


 


“Hedging Agreement Obligations”
means, collectively, all obligations of any Obligor to any Revolving Lender under any Hedging Agreement that is an interest rate
or foreign currency exchange protection agreement or other interest rate or foreign currency exchange hedging agreement and has
been designated by the Borrower by notice to the Collateral Agent as being secured by this Agreement, including in each case all
margin payments, termination payments, fees, indemnification payments and other amounts whatsoever, whether direct or indirect,
absolute or contingent, now or hereafter from time to time owing to such Revolving Lender (or any Affiliate thereof) under such
Hedging Agreement, and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy
or insolvency proceeding with respect to such Obligor, whether or not such interest or expenses are allowed as a claim in such
proceeding; provided, that Hedging Agreement Obligations shall not include any Excluded Swap Obligation.


 






    	13 



     


    

 


For purposes hereof, it is understood that
any such obligations of any Obligor to a Person arising under a Hedging Agreement entered into at the time such Person (or an Affiliate
thereof) is a “Revolving Lender” party to the Revolving Credit Facility shall nevertheless continue to constitute Hedging
Agreement Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans
and other interests in the Revolving Credit Facility and, therefore, at the time a claim is to be made in respect of such obligations,
such Person (or its Affiliate) is no longer a “Revolving Lender” party to the Revolving Credit Facility, provided
that neither such Person nor any such Affiliate shall be entitled to the benefits of this Agreement (and such obligations shall
not constitute Hedging Agreement Obligations hereunder) unless, at or prior to the time it ceased to be a Revolving Lender hereunder,
it shall have notified the Collateral Agent in writing of the existence of such agreement. Subject to and without limiting the
preceding sentence, any Affiliate of a Revolving Lender that is a party to a Hedging Agreement shall be included in the term “Revolving
Lender” for purposes of this Agreement solely for purposes of the rights and obligations arising hereunder in respect of
such Hedging Agreement and the Hedging Agreement Obligations thereunder.


 


The designation of any Hedging Agreement as
being secured by this Agreement in accordance with the first paragraph under this definition of “Hedging Agreement Obligations”
shall not create in favor of any Revolving Lender or any Affiliate thereof that is a party thereto (i) any rights in connection
with the management or release of any Collateral or of the obligations of any Guarantor under this Agreement or (ii) any rights
to consent to any amendment, waiver or other matter under this Agreement or any other Loan Document. Notwithstanding anything to
the contrary in this Agreement or any other Loan Document, as applicable, no provider or holder of any Hedging Agreement Obligations
(other than in its capacity as Revolving Administrative Agent, Collateral Agent or Revolving Lender to the extent applicable) has
any individual right to enforce this Agreement or bring any remedies with respect to any Lien on Collateral granted pursuant to
the Loan Documents. By accepting the benefits of this Agreement, such party shall be deemed to have appointed the Collateral Agent
as its agent and agreed to be bound by this Agreement as a Secured Party, subject to the limitations set forth in the preceding
sentence.


 






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“Indebtedness” of any Person
means, without duplication, (a) (i) all obligations of such Person for borrowed money or (ii) with respect to deposits, loans or
advances of any kind that are required to be accounted for under GAAP as a liability on the financial statements of an Obligor
(other than deposits received in connection with a Portfolio Investment in the ordinary course of the Obligor’s business
(including, but not limited to, any deposits or advances in connection with expense reimbursement, prepaid agency fees, other fees,
indemnification, work fees, tax distributions or purchase price adjustments)), (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar debt 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 (other than trade accounts payable and accrued expenses in the ordinary course of business
not past due for more than 90 days after the date on which such trade account payable was due), (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 debt being the lower of the outstanding amount of such debt 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,
(i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances or, solely for the purposes
specified in the definition of “Indebtedness” in the Revolving Credit Facility or the Designated Indebtedness Document
(whichever contains the most restrictive provision then in effect), and (j) the net amount such person would be obligated for under
any Hedging Agreement if such Hedging Agreement was terminated at that time. 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 (or such Person is not otherwise liable for such Indebtedness).
Notwithstanding the foregoing, “Indebtedness” shall not include (x) 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 or (y) a commitment arising in the ordinary course of business to make a future Portfolio
Investment.


 


“Indorsed” means, with
respect to any Certificated Security, that such Certificated Security has been assigned or transferred to the applicable transferee
pursuant to an effective Indorsement.


 


“ING” means ING Capital
LLC.


 


“Intellectual Property”
means, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses,
the Trade Secrets, and the Trade Secret Licenses.


 


“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 (including any “short sale”
or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (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.


 



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“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 (other than on market terms at fair value, so long as in the case of any Portfolio Investment, the Value used in determining
the Borrowing Base is not greater than the purchase or call price), except in favor of the issuer thereof (and, for the avoidance
of doubt, in the case of Investments that are loans or other debt obligations, restrictions on assignments or transfers thereof
on customary and market based terms pursuant to the underlying documentation relating to such Investment shall not be deemed to
be a “Lien” and, in the case of Portfolio Investments that are equity securities, excluding customary drag-along,
tag-along, right of first refusal, restrictions on assignments or transfers
and other similar rights in favor of other equity holders of the same issuer).


 


“Loan
Document” has the meaning given to such term in the Revolving Credit Facility.


 


“Loans”
means the revolving loans made by the Revolving Lenders to the Borrower pursuant to the Revolving Credit Facility.


 


“Luxembourg”
means the Grand Duchy of Luxembourg.


 


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


 


“Notice
of Designation” has the meaning specified in Section 6.01.


 


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


 


“NYUCC
Control” means “control” as defined in Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC.


 


“Obligors”
has the meaning given to such term in the preamble of this Agreement.


 


“Patent
Licenses” means all agreements providing for the granting of any right in or to Patents (whether such Obligor is licensee
or licensor thereunder) including, without limitation, each agreement referred to in Annex 2.11 hereto.


 


“Patents”
means all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications
for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Annex 2.11
hereto, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof,
(iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights
to sue for past, present and future infringements thereof, and (vi) all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.


 






    16


     


    

 


“Permitted
Liens” means any Liens (other than the Liens created or provided under this Agreement or the other Security Documents)
not prohibited by the provisions of the Credit Agreement and any Designated Indebtedness Document, including with respect to a
Special Equity Interest any Lien in favor of a creditor of the issuer of such Special Equity Interest as contemplated by the definition
of such term in the Revolving Credit Agreement.


 


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


 


“Pledge
Supplement” means a supplement to this Agreement substantially in the form of Exhibit D.


 


“Pledged
Debt” means all indebtedness owed to any Obligor (other than Portfolio Investments (unless issued by a Subsidiary)),
the instruments (if any) evidencing such indebtedness (including, without limitation, the instruments described on Annex 2.08
hereto) and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such indebtedness.


 


“Pledged
Equity Interests” means all Equity Interests (other than Excluded Equity Interests) owned by any Obligor issued by any
Subsidiary of such Obligor (including, without limitation, the Equity Interests described on Annex 2.07 hereto) and the
certificates, if any, representing such Equity Interests and any interest of such Obligor in the entries on the books of the issuer
of such Equity Interests or on the books of any Securities Intermediary pertaining to such Equity Interests, and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests.


 


“Pledged
Interests” means all Pledged Debt and Pledged Equity Interests.


 


“Portfolio
Investment” means any Investment held by the Borrower and its Subsidiaries in their asset portfolio.


 


“Qualified
ECP Guarantor” shall mean, in respect of any Swap Obligation, each Subsidiary Guarantor that has total assets exceeding
$10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such
Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange
Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
by entering into a keepwell under section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






    17


     


    

 


“Regulation
T, U and X” means, respectively, Regulation 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 directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Required
Designated Indebtedness Holders” means, with respect to each issuance of Designated Indebtedness (if any, or so long
as, such Designated Indebtedness is outstanding (other than unasserted contingent obligations)) by the Borrower (each such issuance,
a “Series”), the meaning given to the term “Required Holders” or “Required Lenders”
in the Debt Documents with respect to such Designated Indebtedness.


 


“Required
Revolving Lenders” has the meaning given to the term “Required Lenders” in the Revolving Credit Facility
(so long as the obligations under the Revolving Credit Facility are outstanding (other than unasserted contingent obligations)).


 


“Required
Secured Parties” means Secured Parties holding more than 50% of the aggregate amount of the sum of the Credit Agreement
Obligations and the Designated Indebtedness Obligations. For purposes of determining the amount of the Credit Agreement Obligations
and the Designated Indebtedness Obligations, the amount of such obligations shall be the outstanding principal amount of such
obligations plus, if no event of default has occurred under any of the Debt Documents (or if an event of default has occurred
under any of the Debt Documents but such event of default has been waived by the permitted parties under the applicable Debt Documents),
the amount of the unfunded commitments on account of such obligations.


 


“Revolving
Administrative Agent” has the meaning assigned to such term in the preamble of this Agreement.


 


“Revolving
Credit Facility” means (i) the Senior Secured Revolving Credit Agreement, dated as of April 3, 2014, among the Borrower,
the lenders party thereto and ING Capital LLC, as administrative agent (the “Existing Revolving Credit Agreement”)
and (ii) any amendment, modification, supplement, amendment and restatement, extension, refinancing or replacement of the Existing
Revolving Credit Agreement (or to any such amendment, modification, supplement, amendment and restatement, extension, refinancing
or replacement).


 


“Revolving
Lender” means any “Lender” (as defined in the Revolving Credit Facility) that is from time to time party
to the Revolving Credit Facility.


 


“Revolving
Loans” means the revolving loans made by the Revolving Lenders to the Borrower pursuant to the Revolving Credit Facility.


 






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“SBIC
Subsidiary” means any Subsidiary of the Borrower designated by the Borrower as an “SBIC Subsidiary” under
the applicable Debt Documents and pursuant to the procedures specified in such Debt Documents (with notice to the Collateral Agent).


 


“Secured
Obligations” means, collectively, (a) in the case of the Borrower, the Credit Agreement Obligations, the Designated
Indebtedness Obligations and the Hedging Agreement Obligations, (b) in the case of the Subsidiary Guarantors, the obligations
of the Subsidiary Guarantors in respect of the Guaranteed Obligations pursuant to Section 3.01 and the Designated Indebtedness
Documents (if any) and (c) in the case of all Obligors, all present and future obligations of the Obligors to the Secured Parties,
or any of them, hereunder or under any other Security Document; provided that Secured Obligations shall not include any
Excluded Swap Obligation.


 


“Secured
Party” means, collectively, the Revolving Lenders (including those holding Hedging Agreement Obligations), the Revolving
Administrative Agent, each Designated Indebtedness Holder, each Financing Agent and each Person that is not a Revolving Lender
and is owed a Hedging Agreement Obligation of the type described in, and subject to the conditions set forth in, the second paragraph
of the definition of “Hedging Agreement Obligations” and the Collateral Agent.


 


“Security
Documents” means, collectively, this Agreement, the Custodian Agreement and all other assignments, pledge agreements,
security agreements, control agreements, custodial agreements and other instruments executed and delivered at any time by any
of the Obligors pursuant hereto or otherwise providing or relating to any collateral security for any of the Secured Obligations.


 


“Series”
has the meaning set forth in the definition of Required Designated Indebtedness Holders.


 


“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 Indebtednessindebtedness owing by such issuer to such creditors, (b) such Indebtednessindebtedness 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.


 


“Structured
Subsidiaries” means a direct or indirect Subsidiary of the Borrower designated by the Borrower as ana
“Structured Subsidiary” under the applicable Debt Documents and pursuant to the procedures specified
in such Debt Documents (with notice to the Collateral Agent).


 






    19


     


    

 


“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 Person that
constitutes an Investment held by any Obligor 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.


 


“Subsidiary
Guarantors” has the meaning given to such term in the preamble of this Agreement.


 


“Tender
Offer” means the all-cash tender offer by the Borrower for its shares of common stock that is proposed to be
commenced in connection with the initial listing of the Borrower’s shares of common stock on the New York Stock Exchange
LLC (or other national securities exchange registered under Section 6 of the Exchange Act of 1934, as amended), which shall be
for an amount not to exceed $250,000,000.


 


“Termination
Date” means (a) with respect to the Revolving Lenders, the date on which the conditions set forth in the definition
of “Termination Date” in the Revolving Credit Facility are satisfied and (b) with respect to any Designated Indebtedness
Holders, the date on which the principal and accrued interest on each Designated Indebtedness and all fees and other amounts payable
thereunder shall have been paid in full (excluding, for the avoidance of doubt, any amount in connection with any contingent unasserted
obligation).


 


“Trademark
Licenses” means any and all agreements providing for the granting of any right in or to Trademarks (whether such Obligor
is licensee or licensor thereunder) including, without limitation, each agreement referred to in Annex 2.11 hereto.


 


“Trademarks”
means all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business
names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers,
designs and general intangibles of a like nature, and all registrations and applications for any of the foregoing including, but
not limited to: (i) the registrations and applications referred to in Annex 2.11 hereto, (ii) all extensions or renewals
of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing,
(iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill,
and (v) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages,
and proceeds of suit.


 






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“Trade
Secret Licenses” means any and all agreements providing for the granting of any right in or to Trade Secrets (whether
such Obligor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Annex 2.11
hereto.


 


“Trade
Secrets” means all trade secrets and all other confidential or proprietary information and know-how whether or not such
Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating,
or referring in any way to such Trade Secret, including but not limited to: (i) the right to sue for past, present and future
misappropriation or other violation of any Trade Secret, and (ii) all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.


 


“Transparent
Subsidiary” means an entity classified as a partnership or as a disregarded entity for U.S. federal income tax purposes
directly or indirectly owned by an Obligor that has no material assets other than Equity Interests (held directly or indirectly
through other Transparent Subsidiaries) in one or more CFCs.


 


“United
States” means the United States of America.


 


“U.S.
Government Security” 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.


 


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 or
therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and
assigns (subject to any restrictions on such amendments, supplements, or modificationsassignment
set forth herein or in the applicable Debt Document), (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 Sections, Exhibits and Annexes shall be construed to refer to
Sections of, and Exhibits and Annexes 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.


 






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Section
2.       Representations and Warranties. Each Obligor represents and warrants to the Secured Parties that:


 


2.01       Organization.
Such Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.


 


2.02       Authorization;
Enforceability. The execution, delivery and performance of this Agreement, and the granting of the Liens contemplated
hereunder, are within such Obligor’s corporate or other powers and have been duly authorized by all necessary corporate
or other action, including by all necessary shareholder action. This Agreement has been duly executed and delivered by such Obligor
and constitutes 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).


 


2.03       Governmental
Approvals; No Conflicts. The execution, delivery and performance of this Agreement, and the granting of the Liens contemplated
hereunder, (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 hereto or the other Security Documents, (b) will not violate any applicable
law or regulation or the charter, by-laws or other organizational documents of any Obligor 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 any Obligor or any of its 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 hereto or the other Security Documents, will not result in the creation or imposition
of any Lien on any asset of any Obligor.


 


2.04       Title.
Such Obligor is the sole beneficial owner of the Collateral in which a security interest is granted by such Obligor hereunder
and no Lien exists upon such Collateral other than (a) the security interest created or provided for herein or the other Security
Documents, which security interest constitutes a valid first and prior perfected Lien (subject to Eligible Liens) on the Collateral
included in the Borrowing Base and (subject to Permitted Liens) on all other Collateral (except that any such security interest
in a Special Equity Interest may be subject to a Lien in favor of a creditor of the issuer of such Special Equity Interest as
contemplated by the definition of such term in Section 1.02) and (b) other Liens not prohibited by the provisions of any Debt
Document.


 



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2.05       Names,
Etc.    As of the date hereofSecond Amendment
Effective Date, the full and correct legal name, type of organization, jurisdiction of organization, organizational
ID number (if applicable) and place of business (or, if more than one, chief executive office) of each Obligor as of the date
hereof are correctly set forth in Annex 2.05 (and of each additional Obligor as of the date of the Guarantee Assumption
Agreement referred to below are set forth in the supplement to Annex 2.05 in Appendix A to the Guarantee Assumption Agreement
executed and delivered by such Obligor pursuant to Section 7.05).


 


2.06       Changes
in Circumstances.    No Obligor has (a) within the period of four months prior to the date hereof (or, in the case of any Subsidiary
Guarantor, within the period of four months prior to the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement),
changed its location (as defined in Section 9-307 of the NYUCC), (b) as of the date hereof (or, with respect to any Subsidiary
Guarantor, as of the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement), changed its name or (c) as
of the date hereof (or, with respect to any Subsidiary Guarantor, as of the date it becomes a party hereto pursuant to a Guarantee
Assumption Agreement), become a “new debtor” (as defined in Section 9-102(a)(56) of the NYUCC) with respect to a currently
effective security agreement previously entered into by any other Person and binding upon such Obligor, in each case except as
notified in writing to the Collateral Agent prior to the date hereof (or, in the case of any Subsidiary Guarantor, prior to the
date it becomes a party hereto pursuant to a Guarantee Assumption Agreement).


 


2.07       Pledged
Equity Interests.    (i) Annex 2.07 sets forth a complete and correct list of all Pledged Equity Interests owned by any
Obligor on the date hereof as of the Second Amendment Effective
Date (or owned by a Subsidiary Guarantor on the date it becomes a party hereto pursuant to a Guarantee Assumption
Agreement) and on the date hereof or thereofSecond Amendment
Effective Date or the date of such joinder such Pledged Equity Interests constitute the percentage of issued and
outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial
interest of the respective issuers thereof indicated on Annex 2.07; (ii) on the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder the Obligors listed on Annex 2.07 are the record and
beneficial owners of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding
warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to,
or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests; and (iii) no consent
of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder
or any other trust beneficiary is necessary in connection with the creation, perfection or first priority (subject to Eligible
Liens on the Collateral included in the Borrowing Base and subject to Permitted Liens on all other Collateral) status of the security
interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other
rights provided for in this Agreement or the exercise of remedies in respect thereof.


 






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2.08       Promissory
Notes.    Annex 2.08 sets forth a complete and correct list of all Promissory Notes (other than any previously Delivered
to the Custodian or held in a Securities Account referred to in Annex 2.09) held by any Obligor on the date hereofSecond
Amendment Effective Date (or held by a Subsidiary Guarantor on the date it becomes a party hereto pursuant to a
Guarantee Assumption Agreement) that are either included in the Borrowing Base or have an aggregate unpaid principal amount in
excess of $75,000.


 


2.09       Deposit
Accounts and Securities Accounts.    Annex 2.09 sets forth a complete and correct list of all Deposit Accounts, Securities
Accounts and Commodity Accounts of the Obligors on the date hereofSecond
Amendment Effective Date (and of any Subsidiary Guarantor on the date it becomes a party hereto pursuant to a Guarantee
Assumption Agreement), except for any Deposit Account specially and exclusively used for payroll, payroll taxes and other employee
wage and benefit payments.


 


2.10       Commercial
Tort Claims.    Annex 2.10 sets forth a complete and correct list of all Commercial Tort Claims of the Obligors on the
date hereofSecond Amendment Effective Date (and
of any Subsidiary Guarantor on the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement).


 


2.11       Intellectual
Property and Licenses.


 


(a)       Annex
2.11 sets forth a true and complete list on the date hereofSecond
Amendment Effective Date (or on the date a Subsidiary Guarantor becomes a party hereto pursuant to a Guarantee Assumption
Agreement) of (i) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights
owned by each Obligor and (ii) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to
the business of such Obligor;


 


(b)       on
the date hereof or thereofSecond Amendment Effective Date or
the date of such joinder each Obligor is the sole and exclusive owner of the entire right, title, and interest in
and to all Intellectual Property listed on Annex 2.11, and to each Obligor’s knowledge, owns or has as of the date
hereof or thereofSecond Amendment Effective Date or the date of such
joinder the valid right to use all other Intellectual Property used in or necessary to conduct its business, free
and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens and the licenses set forth on Annex 2.11;


 


(c)       to
each Obligor’s knowledge, on the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder all Intellectual Property owned by the Obligors is subsisting
and has not been adjudged invalid or unenforceable, in whole or in part, and as of the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder each Obligor has performed all acts and has paid all renewal,
maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and
Trademarks in full force and effect;


 






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(d)       to
each Obligor’s knowledge, on the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder all Intellectual Property set forth in Annex 2.11 is
valid and enforceable; no holding, decision, or judgment has been rendered against any Obligor in any action or proceeding before
any court or administrative authority challenging the validity of, any Obligor’s right to register, or any Obligor’s
rights to own or use, any Intellectual Property and no such action or proceeding is pending or, to each Obligor’s knowledge,
threatened;


 


(e)       on
the date hereof or thereofSecond Amendment Effective Date or
the date of such joinder all registrations and applications for Copyrights, Patents and Trademarks owned by the
Obligors are standing in the name of an Obligor, and none of the Trademarks, Patents, Copyrights or Trade Secrets owned by the
Obligors has been licensed by any Obligor to any Affiliate or third party, except as disclosed in Annex 2.11;


 


(f)     
  as of the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder each Obligor has been using appropriate statutory notice
of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of
Patents, and appropriate notice of copyright in connection with the publication of Copyrights, in each case if material to
the business of such Obligor;


 


(g)       as
of the date hereof or thereofSecond Amendment Effective Date
or the date of such joinder each Obligor uses adequate standards of quality in the manufacture, distribution, and
sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks owned by or
licensed to such Obligor and has taken all action reasonably necessary to ensure that all licensees of such Trademarks use such
adequate standards of quality;


 


(h)       to
each Obligor’s knowledge, as of the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder the conduct of each Obligor’s business does not infringe
upon or otherwise violate any trademark, patent, copyright, trade secret or other intellectual property right owned or controlled
by a third party, and no claim has been made, in writing, that the use of any Intellectual Property owned or used by any Obligor
(or any of its respective licensees) violates the asserted rights of any third party;


 


(i)     
  to each Obligor’s knowledge, as of the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder no third party is infringing upon or otherwise violating
any rights in any Intellectual Property owned or used by such Obligor, or any of its respective licensees;


 


(j)    
   as of the date hereof or thereofSecond
Amendment Effective Date or the date of such joinder, no settlement or consents, covenants not to sue,
nonassertion assurances, or releases have been entered into by any Obligor or to which any Obligor is bound that adversely
affect any Obligor’s rights to own or use any Intellectual Property; and


 






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(k)       as
of the date hereof or thereofSecond Amendment Effective Date
or the date of such joinder, no Obligor has made a previous assignment, sale, transfer or agreement constituting
a present or future assignment, sale, transfer or agreement of any Intellectual Property that has not been terminated or released,
and there is no effective financing statement or other document or instrument now executed, or on file or recorded in any public
office, granting a security interest in or otherwise encumbering any part of the Intellectual Property, other than in favor of
the Collateral Agent.


 


Section 3.     Guarantee.


 


3.01       The
Guarantee.    The Subsidiary Guarantors hereby jointly and severally guarantee to the Collateral Agent for the benefit of each
of the Secured Parties and their respective successors and assigns the prompt payment in full when due (whether at stated maturity,
by acceleration or otherwise) of the Guaranteed Obligations. The Subsidiary Guarantors hereby further jointly and severally agree
that if the Borrower shall fail to pay in full when due (whether at stated or extended maturity, by acceleration or otherwise)
any of the Guaranteed Obligations, the Subsidiary Guarantors will jointly and severally pay the same without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms
of such extension or renewal.


 


3.02       Obligations
Unconditional.    The obligations of the Subsidiary Guarantors under Section 3.01 are irrevocable, absolute and unconditional,
joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower
under this Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted
by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor (other than the satisfaction in full of the Guaranteed Obligations), it being the intent of
this Section 3 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional
as described above:


 


(a)       at
any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with
any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


 






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(b)       any
of the acts mentioned in any of the provisions of this Agreement, the other Debt Documents or any other agreement or instrument
referred to herein or therein shall be done or omitted;


 


(c)       the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented
or amended in any respect, or any right under this Agreement, the other Debt Documents or any other agreement or instrument referred
to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall
be released or exchanged in whole or in part or otherwise dealt with; or


 


(d)       any
lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall
fail to be perfected.


 


The Subsidiary Guarantors hereby expressly waive diligence,
presentment, demand of payment, protest and all notices whatsoever (except as expressly required by this Agreement or any other
Debt Document), and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under
this Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or against any other
Person under any other guarantee of, or security for, any of the Guaranteed Obligations.


 


3.03       Reinstatement.   
The obligations of the Subsidiary Guarantors under this Section 3 shall be automatically reinstated if and to the extent that
for any reason any payment by or on behalf of the Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations and such holder of a Guaranteed Obligation has returned to the Borrower
or its designee any such rescinded payment, whether as a result of any proceedings in bankruptcy or reorganization or otherwise,
and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Secured Parties on demand for all reasonable
and documented out-of-pocket costs and expenses (including reasonable and documented fees and other charges of one
firm of outside counsel (but excluding the allocated costs of internal counsel)) incurred by the Secured Parties
in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.


 


3.04       Subrogation.   
The Subsidiary Guarantors hereby jointly and severally agree that until the payment and satisfaction in full in cash of all Guaranteed
Obligations (other than unasserted, contingent obligations), and the expiration and termination of all letters of credit or commitments
to extend credit under all Debt Documents, they shall not exercise any right or remedy arising by reason of any performance by
them of their guarantee in Section 3.01, whether by subrogation or otherwise, against the Borrower or any other guarantor of any
of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.


 






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3.05       Remedies.   
The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors and the Secured Parties, a Guaranteed
Obligation may be declared to be forthwith due and payable as provided in the respective Debt Document therefor including, in
the case of the Revolving Credit Facility, the provisions specifying the existence of an event of default (and shall be deemed
to have become automatically due and payable in the circumstances provided therein including, in the case of the Revolving Credit
Facility, such provisions) for purposes of Section 3.01 notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as against the Borrower or any Subsidiary Guarantors
and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Subsidiary Guarantors
for purposes of Section 3.01.


 


3.06       Continuing
Guarantee.    The guarantee in this Section 3 is a continuing guarantee of payment (and not of collection), and shall apply to
all Guaranteed Obligations whenever arising.


 


3.07       Instrument
for the Payment of Money.    Each Subsidiary Guarantor hereby acknowledges that the guarantee in this Section 3 constitutes an
instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute
by such Subsidiary Guarantor in the payment of any moneys due hereunder, shall (to the extent permitted under applicable law)
have the right to bring motion action under New York CPLR Section 3213.


 


3.08       Rights
of Contribution.    The Obligors hereby agree, as between themselves, that if any Subsidiary Guarantor shall become an Excess
Funding Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations, then
each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such
Excess Funding Guarantor an amount equal to such Subsidiary Guarantor’s Pro Rata Share (as defined below and determined,
for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment
(as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding
Guarantor under this Section 3.08 shall be subordinate and subject in right of payment to the prior payment in full of the obligations
of such Subsidiary Guarantor under the other provisions of this Section 3 and such Excess Funding Guarantor shall not exercise
any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations.


 






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For purposes of this Section 3.08, (i) “Excess
Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in
excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any
Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations
and (iii) “Pro Rata Share” means, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (x)
the amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (excluding any shares of stock
or other equity interest of any other Subsidiary Guarantor) exceeds the amount of all the debts and liabilities of such Subsidiary
Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Subsidiary
Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor)
to (y) the amount by which the aggregate fair saleable value of all properties of the Borrower and all of the Subsidiary Guarantors
exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities,
but excluding the obligations of the Obligors hereunder) of the Borrower and all of the Subsidiary Guarantors, determined (A) with
respect to any Subsidiary Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any
other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.


 


3.09       General
Limitation on Guarantee Obligations.    In any action or proceeding involving any state corporate or other law, or any Federal
or state bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of
any Subsidiary Guarantor under Section 3.01 would otherwise, taking into account the provisions of Section 3.08, be held or determined
to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability
under Section 3.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without
any further action by such Subsidiary Guarantor, any Secured Party or any other Person, be automatically limited and reduced to
the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action
or proceeding.


 


3.10       Indemnity
by Borrower.    In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable
law (but subject to Section 3.04), the Borrower agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor
under this Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary
Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment
and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document
to satisfy in whole or in part the Guaranteed Obligations, the Borrower shall indemnify such Subsidiary Guarantor in an amount
equal to the fair market value of the assets so sold.


 


3.11       Keepwell.


 


Each Qualified ECP Guarantor hereby jointly
and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from
time to time by each other Obligor to honor all of its obligations under the guarantee contained in this Section 3 in respect of
Swap Obligations (provided, however that each Qualified ECP Guarantor shall only be liable under this Section 3.11 for the maximum
amount of such liability that can be incurred without rendering its obligations under this Section 3.11, or otherwise under the
guarantee contained in this Section 3, as it relates to such other Obligor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this
Section shall remain in full force and effect until payment in full of all the Secured Obligations (other than in respect of indemnities
and contingent Obligations not then due and payable). Each Qualified ECP Guarantor intends that this Section 3.11 constitute, and
this Section 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






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Section 4.     Collateral.    As collateral
security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of its Secured Obligations,
each Obligor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties as hereinafter provided
a security interest in all of such Obligor’s right, title and interest in, to and under all of the following property and
assets, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired
and whether now existing or hereafter coming into existence (all of the property described in this Section 4, other than the property
excluded pursuant to the proviso to this Section 4, being collectively referred to herein as “Collateral”):


 


(a)       all
Accounts, all Chattel Paper, all Deposit Accounts, all Documents, all General Intangibles (including all Intellectual Property),
all Instruments (including all Promissory Notes), all Portfolio Investments, all Pledged Debt, all Pledged Equity Interests, all
Investment Property not covered by the foregoing (including all Securities, all Securities Accounts and all Security Entitlements
with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts), all letters of
credit and Letter-of-Credit Rights, all Money and all Goods (including Inventory and Equipment), and all Commercial Tort Claims;


 


(b)       to
the extent related to any Collateral, all Supporting Obligations;


 


(c)       to
the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all
tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer
bureau or service company from time to time acting for such Obligor); and


 


(d)       all
Proceeds of any of the foregoing Collateral.


 






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PROVIDED, HOWEVER, that (1) in no event shall the security interest
granted under this Section 4 attach to (and there shall be excluded from the definition of “Collateral”) (A) any contract,
property rights, obligation, instrument or agreement to which an Obligor is a party (or to any of its rights or interests thereunder)
if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability
of any right, title or interest of such Obligor therein or,
(ii) a breach or termination pursuant to the terms of, or a default under, any such contract, property rights, obligation, instrument
or agreement (other than to the extent that any such terms would be rendered ineffective
by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), or (iii) any
assets with respect to which applicable law prohibits the creation or perfection of such security interest therein (other than
to the extent that any such prohibition is rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform
Commercial Code as in effect in the relevant jurisdiction), or (B) any Excluded Assets, and notwithstanding anything to the contrary
provided in this Agreement, the term “Collateral” shall not include, and the Obligors shall not be deemed to have granted
a security interest in, any Excluded Assets and (2) the Obligors, may by notice to the Collateral Agent, exclude from the grant
of a security interest provided above in this Section 4 (and exclude from the definition of “Collateral”), any Special
Equity Interests designated by the Borrower in reasonable detail to the Collateral Agent in such notice (it being understood that
the Borrower may at any later time rescind any such designation by similar notice to the Collateral Agent).


 


Section 5.     Certain Agreements Among
Secured Parties.


 


5.01       Priorities;
Additional Collateral.


 


(a)       Pari
Passu Status of Obligations. Each Secured Party by acceptance of the benefits of this Agreement and the other Security Documents
agrees that their respective interests in the Security Documents and the Collateral shall rank pari passu and that the Secured
Obligations shall be equally and ratably secured by the Security Documents subject to the terms hereof and the priority of payment
established in Section 8.06.


 


(b)       Sharing
of Guaranties and Liens. Each Secured Party by acceptance of the benefits of this Agreement and the other Security Documents
agrees that (i) such Secured Party will not accept from any Subsidiary of the Borrower any guarantee of any of the Guaranteed Obligations
unless such guarantor simultaneously guarantees the payment of all of the Guaranteed Obligations owed to all Secured Parties and
(ii) such Secured Party will not hold, take, accept or obtain any Lien upon any assets of any Obligor or any Subsidiary of the
Borrower to secure the payment and performance of the Secured Obligations except and to the extent that such Lien is in favor of
the Collateral Agent pursuant to this Agreement or another Security Document to which the Collateral Agent is a party for the benefit
of all of the Secured Parties as provided herein.


 


Anything in this Section, or any other provision
of this Agreement, to the contrary notwithstanding, this Agreement shall be inapplicable to any debtor-in-possession financing
that may be provided by any Secured Party to the Borrower or any of its Subsidiaries in any Federal or state bankruptcy or insolvency
proceeding, and no consent or approval of any other Secured Party shall be required as a condition to the provision by any Secured
Party of any such financing, and no other Secured Party shall be entitled to share in any Lien upon any Collateral granted to any
Secured Party to secure repayment of such debtor-in-possession financing; provided, that no Secured Party shall be barred
from objecting to any such financing on the basis of adequate protection or any other grounds.


 






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5.02       Turnover
of Collateral.    If a Secured Party acquires custody, control or possession of any Collateral or the Proceeds therefrom, other
than pursuant to the terms of this Agreement or on account of any payment that is not expressly prohibited hereby, such Secured
Party shall promptly (but in any event within five Business Days) cause such Collateral or Proceeds to be Delivered in accordance
with the provisions of this Agreement. Until such time as such Secured Party shall have complied with the provisions of the immediately
preceding sentence, such Secured Party shall be deemed to hold such Collateral and Proceeds in trust for the benefit of the Collateral
Agent.


 


5.03       Cooperation
of Secured Parties.    Each Secured Party will cooperate with the Collateral Agent and with each other Secured Party in the enforcement
of the Liens upon the Collateral and otherwise in order to accomplish the purposes of this Agreement and the Security Documents.


 


5.04       Limitation
upon Certain Independent Actions by Secured Parties.    No Secured Party shall have any right to institute any action or proceeding
to enforce any term or provision of the Security Documents or to enforce any of its rights in respect of the Collateral or to
exercise any other remedy pursuant to the Security Documents or at law or in equity, for the purpose of realizing on the Collateral,
or by reason of jeopardy of any Collateral, or for the execution of any trust or power hereunder (collectively, the “Specified
Actions”), unless the Required Secured Parties have delivered written instructions to the Collateral Agent and the Collateral
Agent shall have failed to act in accordance with such instructions within 30 days thereafter. In such case but not otherwise,
the Required Secured Parties may appoint one Person to act on behalf of the Secured Parties solely to take any of the Specified
Actions (the “Appointed Party”), and, upon the acceptance of its appointment as Appointed Party, the Appointed
Party shall be entitled to commence proceedings in any court of competent jurisdiction or to take any other Specified Actions
as the Collateral Agent might have taken pursuant to this Agreement or the Security Documents (in accordance with the directions
of the Required Secured Parties). The Obligors acknowledge and agree that should the Appointed Party act in accordance with this
provision, such Appointed Party will have all the rights, remedies, benefits and powers as are granted to the Collateral Agent
pursuant hereto or pursuant to any Security Documents.


 


5.05       No
Challenges.    In no event shall any Secured Party take any action to challenge, contest or dispute the validity, extent, enforceability,
or priority of the Collateral Agent’s Liens hereunder or under any other Security Document with respect to any of the Collateral,
or that would have the effect of invalidating any such Lien or support any Person who takes any such action. Each of the Secured
Parties agrees that it will not take any action to challenge, contest or dispute the validity, enforceability or secured status
of any other Secured Party’s claims against any Obligor (other than any such claim resulting from a breach of this Agreement
by a Secured Party, or any challenge, contest or dispute alleging arithmetical error in the determination of a claim), or that
would have the effect of invalidating any such claim, or support any Person who takes any such action.


 






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5.06       Rights
of Secured Parties as to Secured Obligations.    Notwithstanding any other provision of this Agreement, the right of each Secured
Party to receive payment of the Secured Obligations held by such Secured Party when due (whether at the stated maturity thereof,
by acceleration or otherwise) as expressed in any instrument evidencing or agreement governing such Secured Obligations, or to
institute suit for the enforcement of such payment on or after such due date, and the obligation of the Obligors to pay their
respective Secured Obligations when due, shall not be impaired or affected without the consent of such Secured Party given in
accordance with the Debt Documents to which such Secured Party is a party or its Secured Obligations are bound; provided
that, notwithstanding the foregoing, each Secured Party agrees that it will not attempt to exercise remedies with respect to any
Collateral except as provided in this Agreement.


 


Section 6.     Designation of Designated
Indebtedness; Recordkeeping, Etc.


 


6.01       Designation
of Other Indebtedness.    The Borrower may at any time designate as “Designated Indebtedness” hereunder any Indebtedness
intended by the Borrower to be secured that satisfies at the time of incurrence the terms and conditions of the definition of
“Secured Longer-Term Indebtedness” in the Revolving Credit Facility and the other provisions of the Revolving Credit
Facility (as long as the Credit Agreement Obligations are outstanding (other than unasserted contingent obligations)), such designation
to be effected by delivery to the Collateral Agent of a notice substantially in the form of Exhibit A or in such other
form approved by the Collateral Agent (a “Notice of Designation”), which notice shall identify such Indebtedness,
provide that such Indebtedness be designated as “Designated Indebtedness” hereunder and be accompanied by a certificate
of a Financial Officer delivered to the Revolving Administrative Agent, each Financing Agent, each Designated Indebtedness Holder
party hereto and the Collateral Agent:


 


(a)       certifying
that such Indebtedness satisfies the conditions of this Section, and that after giving effect to such designation and the incurrence
of such Designated Indebtedness, no Default or Event of Default shall have occurred and be continuing;


 


(b)       attaching
(and certifying as true and complete) copies of the material Designated Indebtedness Documents for such Designated Indebtedness
(including all schedules and exhibits, and all amendments or supplements, thereto); and


 


(c)       identifying
the Financing Agent, if any, for such Designated Indebtedness (or, if there is no Financing Agent for such Designated Indebtedness,
identifying each holder of such Designated Indebtedness).


 



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No such designation shall be effective unless
and until the Borrower and such Financing Agent (or, if there is no Financing Agent, each holder of such Designated Indebtedness)
shall have executed and delivered to the Collateral Agent (x) a joinder substantially in the form attached hereto as Exhibit E
or (y) an agreement in form and substance reasonably satisfactory to the Collateral Agent, appropriately completed and duly executed
and delivered by each party thereto, pursuant to which such Financing Agent (or, if there is no Financing Agent, such holder) shall
have become a party hereto and assumed the obligations of a Financing Agent (or holder) hereunder, as applicable.


 


6.02       Recordkeeping.
The Collateral Agent will maintain books and records necessary to enable it to determine at any time all transactions under this
Agreement which have occurred on or prior to such time. Each Obligor agrees that such books and records maintained in good faith
by the Collateral Agent shall be conclusive as to the matters contained therein absent manifest error. Each Obligor shall have
the right to inspect such books and records at any time upon reasonable prior notice.


 


6.03       Further
Assurances. The Collateral Agent, each Financing Agent and each holder of Designated Indebtedness party hereto agrees (at
the expense of the Borrower) promptly (i) to take such actions and cause or permit the Custodian to take such actions, (ii) to
execute and deliver such agreements, instruments and documents and (iii) to negotiate in good faith any amendments or waivers
of Debt Documents, in each case as shall be necessary or reasonably requested by the Borrower to permit the Borrower to effectuate
the incurrence and designation hereunder of Secured Longer-Term Indebtedness as “Designated Indebtedness”.


 


Section 7.         Covenants
of the Obligors. In furtherance of the grant of the security interest pursuant to Section 4, each Obligor hereby agrees with
the Collateral Agent for the benefit of the Secured Parties as follows:


 






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7.01       Delivery
and Other Perfection.


 


(a)       With
respect to any Portfolio Investment or other Collateral as to which physical possession by the Collateral Agent or the Custodian
is required in order for such Portfolio Investment or Collateral to have been “Delivered”, such Obligor shall take
such actions as shall be necessary to effect Delivery thereof within ten (10) days after the acquisition thereof by an Obligor
with respect to any such Portfolio Investment or Collateral acquired after the Effective Date. Notwithstanding anything to the
contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed
or lost not as a result of any action of the Borrower, then: (a) in the case of any Investment in Indebtedness which requires delivery
of a promissory note as described in Schedule 1.01(d)(21) of the Credit Agreement, if such destroyed or lost document is an original
promissory note registered in name of an Obligor, such original promissory note shall constitute an “Undelivered Note”
and the Borrower shall have up to 20 Business Days (or such longer period as may
be agreed to by the Administrative Agent in its sole discretion) from the date when the Borrower has knowledge of
such loss or destruction to deliver to the Custodian a replacement promissory note; and (b) in the case of any other Indebtedness,
if such destroyed instrument or document is an original or copy of a transfer document or instrument, the Borrower shall have up
to 20 Business Days (or such longer period as may be agreed to by the Administrative
Agent in its sole discretion) from the date when the Borrower has knowledge of such loss or destruction to deliver
to the Custodian a replacement instrument or document. As to all other Collateral, such Obligor shall cause the same to be Delivered
within three5 Business Days of the acquisition
thereof, provided that Delivery shall not be required with respect to (1) accounts of the type described in clauses (A)
– (EF) of Section 7.06 to the extent set
forth therein, and (2) immaterial assets so long as (x) such assets are not included in the Borrowing Base, (y) the Collateral
Agent has a perfected first priority lien (subject to Eligible Liens) on such assets and no other Person exercises NYUCC Control
over such assets and such assets have not been otherwise “Delivered” to any other Person, and (z) the aggregate value
of such assets described in this Section 7.01(a)(2) does not at any time exceed $75,000; and provided further that the proviso
to clause (h) of the definition of “Delivery” does not apply to any participation in a loan held by an Obligor pursuant
only to a customary participation agreement (it being understood that under no circumstances will participations in a loan be included
as an Eligible Portfolio Investment, as defined in the Revolving Credit Facility, whether or not such clause (h) has been complied
with). In addition, and without limiting the generality of the foregoing (but subject to the limitations therein), each Obligor
shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation
statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as
may be necessary in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection of or
validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights hereunder
with respect to such security interest, and without limiting the foregoing, shall:


 


(i)          keep
full and accurate books and records relating to the Collateral in all material respects; and


 


(ii)         permit
representatives of the Collateral Agent, upon reasonable prior notice, all at such reasonable times during normal business hours,
to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Collateral
Agent to be present at such Obligor’s place of business to receive copies of communications and remittances relating to
the Collateral, and forward copies of any notices or communications received by such Obligor with respect to the Collateral, all
in such manner as the Collateral Agent may reasonably require; provided that each such Obligor shall be entitled to have
its representatives and advisors present during any inspection of its books and records at such Obligor’s place of business
and the Collateral Agent shall not conduct more than two (2)one
such inspectionsinspection and
visitsvisit in any calendar year unless an Event
of Default has occurred and is continuing at the time of any subsequent inspections during such calendar year; provided
that, between the inspections under Section 5.06(a) of the Revolving Credit Facility and the inspections under this Section 7.01(a)(ii),
there shall be not more than two inspectionsone inspection
and visitsvisit to the offices of FB Income Advisor,
LLC in any calendar year, and two inspectionsone inspection
and visitsvisit to the office
of the Custodian in any calendar year, in each case unless an Event of Default has occurred and is continuing at the time of any
subsequent inspections during such calendar year.


 






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(b)       Unless
released from the Collateral pursuant to Section 10.03(e) or (f), once any Portfolio Investment has been Delivered, the Obligors
shall not take or permit any action that would result in such Portfolio Investment no longer being Delivered hereunder and shall
promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation
statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as
may be necessary in the reasonable judgment of the Collateral Agent to continue the Delivered status of any Collateral. Without
limiting the generality of the foregoing, the Obligors shall not terminate any arrangement with the Custodian unless and until
a successor Custodian reasonably satisfactory to the Collateral Agent has been appointed and has executed all documentation necessary
to continue the Delivered status of the Collateral, which documentation shall be in form and substance reasonably satisfactory
to the Collateral Agent.


 


7.02       Name;
Jurisdiction of Organization, Etc. Each Obligor agrees that (a) without providing at least thirty (30) days prior written notice
to the Collateral Agent (or such shorter period as may be approved by the Collateral Agent in its sole discretion), such Obligor
will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational
identification number if it has one, (b) if such Obligor does not have an organizational identification number and later obtains
one, such Obligor will forthwith notify the Collateral Agent of such organizational identification number, and (c) such Obligor
will not change its type of organization, jurisdiction of organization or other legal structure unless such change is specifically
permitted hereby or by the Revolving Credit Facility (as long as any of the Credit Agreement Obligations are outstanding (other
than unasserted contingent obligations)) and such Obligor provides the Collateral Agent with at least thirty (30) days prior written
notice of such permitted change (or such shorter period approved by the Collateral Agent).


 


7.03       Other
Liens, Financing Statements or Control. Except as otherwise permitted under the Revolving Credit Facility (as long as any
of the Credit Agreement Obligations are outstanding (other than unasserted contingent obligations)), and the applicable provisions
of each other Debt Document, the Obligors shall not (a) create or suffer to exist any Lien upon or with respect to any Collateral,
(b) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement
or like instrument with respect to any of the Collateral in which the Collateral Agent is not named as the sole Collateral Agent
for the benefit of the Secured Parties, or (c) cause or permit any Person other than the Collateral Agent to have NYUCC Control
of any Deposit Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.


 






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7.04       Transfer
of Collateral. Except as otherwise permitted under the Revolving Credit Facility and the other Debt Documents, the Obligors
shall not sell, transfer, assign or otherwise dispose of any Collateral.


 


7.05       Additional
Subsidiary Guarantors. As contemplated by the Revolving Credit Facility, new Subsidiaries of the Borrower formed or acquired
by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), existing Subsidiaries
of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under
the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a
CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor”
under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit
B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary,
such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary
Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08,
2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption
Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes
the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted
to update the Annexes with respect to such Subsidiary.


 


7.06       Control
Agreements. No Obligor shall open or maintain any account with any bank, securities intermediary or commodities intermediary
(other than (A) any such accounts that are maintained by the Borrower in its capacity as “servicer” for a Financing
Subsidiary or any Agency Account, (B) any such accounts which hold solely money or financial assets of a Financing Subsidiary,
(C) any payroll account so long as such payroll account is coded as such, (D) withholding tax and fiduciary accounts or any trust
account maintained solely on behalf of a Portfolio Investment, and (E) any account in which the aggregate value
of deposits therein, together with all other such accounts under this clause (E), does not at any time exceed $75,000, provided
that in the case of each of the foregoing clauses (A) through (E), no other Person (other than the depository institution
at which such account is maintained) shall have “control” over such account (within the meaning of the Uniform Commercial
Code) and such account shall not have been otherwise “Delivered” to any other Person) unless such Obligor has notified
the Collateral Agent of such account and the Collateral Agent has NYUCC Control over such account pursuant to a control agreement
in form and substance reasonably satisfactory to the Collateral Agent.


 


7.07       Revolving
Credit Facility. Each Subsidiary Guarantor agrees to perform, comply with and be bound by the covenants of each of the Revolving
Credit Facility (as long as any of the Credit Agreement Obligations are outstanding (other than unasserted contingent obligations))
(which provisions are incorporated herein by reference), applicable to such Subsidiary Guarantor as if each Subsidiary Guarantor
were a signatory to the Revolving Credit Facility.


 






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7.08       Pledged
Equity Interests.


 


(a)       In
the event any Obligor acquires rights in any Pledged Equity Interest after the date hereofAmendment
No. 2 Effective Date or any Excluded Equity Interest held by any Obligor becomes a Pledged Equity Interest after
the date hereofAmendment No. 2 Effective Date
because it ceases to constitute an Excluded Equity Interest, such Obligor shall deliver to the Collateral Agent a completed Pledge
Supplement, together with all supplements to Annexes thereto, reflecting such new Pledged Equity Interests. Notwithstanding the
foregoing, it is understood and agreed that the security interest of the Collateral Agent shall attach to all Pledged Equity Interests
immediately upon any Obligor’s acquisition of rights therein and shall not be affected by the failure of any Obligor to
deliver a supplement to Annex 2.07 as required hereby; and


 


(b)       Without
the prior written consent of the Collateral Agent, no Obligor shall vote to enable or take any other action to: (a) amend or (other
than in connection with a liquidation permitted under Section 6.03 of the Revolving Credit Facility and under each other Debt Document)
terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational
documents in any way that materially and adversely changes the rights of such Obligor with respect to any Pledged Equity Interest
in a manner inconsistent with the terms of this Agreement or any Debt Document or that adversely affects the validity, perfection
or priority of the Collateral Agent’s security interest or the ability of the Collateral Agent to exercise its rights and
remedies under this Agreement with respect to such Pledged Equity Interest, (b) other than as permitted under the Revolving Credit
Facility and each other Debt Document, permit any issuer of any Pledged Equity Interest to dispose of all or a material portion
of their assets, or (c) cause any issuer of any Pledged Equity Interests which are interests in a partnership or limited liability
company and which are not securities (for purposes of the NYUCC) on the date hereof to elect or otherwise take any action to cause
such Pledged Equity Interests to be treated as securities for purposes of the NYUCC; except if such Obligor shall promptly notify
the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable
in the Collateral Agent’s reasonable discretion to establish the Collateral Agent’s NYUCC Control thereof; and


 


(c)       Each
Obligor consents to the grant by each other Obligor of a security interest in all Pledged Equity Interests to the Collateral Agent
and, without limiting the foregoing, consents to the transfer of any Pledged Equity Interest to the Collateral Agent or its nominee
following the occurrence and during the continuation of an Event of Default and to the substitution of the Collateral Agent or
its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related
thereto.


 






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7.09       Voting
Rights, Dividends, Etc. in Respect of Pledged Interests.


 


(a)         So
long as no Event of Default shall have occurred and be continuing:


 


(i)          each
Obligor may exercise any and all voting and other consensual rights pertaining to any Pledged Interests for any purpose not inconsistent
with the terms of this Agreement or any Debt Document; provided, however, that none of the Obligors will exercise
or refrain from exercising any such right, as the case may be, if such action (or inaction) could reasonably be expected to adversely
affect in any material respect the value, liquidity or marketability of any Collateral in a manner inconsistent with the terms
of this Agreement or any Debt Document or the creation, perfection and priority of the Collateral Agent’s Lien or the ability
of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Interest;


 


(ii)         each
of the Obligors may receive and retain any and all dividends, interest or other distributions paid in respect of the Pledged Interests
to the extent not prohibited by the Debt Documents; provided, however, that (except with respect to any Pledged Debt
that is also a Portfolio Investment) any and all (A) dividends and interest paid or payable other than in cash in respect of, and
Instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Interests,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Interests in connection with a partial
or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and (C) cash
paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Interests, together with any dividend,
interest or other distribution or payment which at the time of such payment was not permitted by the Debt Documents, shall be,
and shall forthwith be delivered to the Collateral Agent to hold as, Pledged Interests and shall, if received by any of the Obligors,
be received in trust for the benefit constitute Collateral and remain
subject to the Lien of the Collateral Agent, shall be segregated from the other property or funds of the
Obligors, and shall be forthwith delivered to the Collateral Agent in the exact form received with any necessary indorsement and/or
appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Interests and as further collateral
security for the Secured Obligations, provided that the Obligors shall be permitted to take any action with respect
to the cash described in (B) and (C) not prohibited by the other Debt Documents; and


 


(iii)        the
Collateral Agent will execute and deliver (or cause to be executed and delivered) to any Obligor all such proxies and other instruments
as such Obligor may reasonably request for the purpose of enabling such Obligor to exercise the voting and other rights which it
is entitled to exercise pursuant to Section 7.09(a)(i) hereof and to receive the dividends, interest and/or other distributions
which it is authorized to receive and retain pursuant to Section 7.09(a)(ii) hereof.


 






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(b)         Upon
the occurrence and during the continuance of an Event of Default:


 


(i)          all
rights of each Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant
to Section 7.09(a)(i) hereof, and to receive the dividends, distributions, interest and other payments that it would otherwise
be authorized to receive and retain pursuant to Section 7.09(a)(ii) hereof, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and
to receive and hold as Pledged Interests such dividends, distributions and interest payments;


 


(ii)         the
Collateral Agent is authorized to notify each debtor with respect to the Pledged Debt or other Portfolio Investments to make payment
directly to the Collateral Agent (or its designee) and may collect any and all moneys due or to become due to any Obligor in respect
of the Pledged Debt or other Portfolio Investments, and each of the Obligors hereby authorizes each such debtor to make such payment
directly to the Collateral Agent (or its designee) without any duty of inquiry;


 


(iii)        without
limiting the generality of the foregoing, the Collateral Agent may at its option exercise any and all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to any of the Pledged Interests or any Portfolio Investments
as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all
of the Pledged Interests or any Portfolio Investments upon the merger, consolidation, reorganization, recapitalization or other
adjustment of any issuer thereof, or upon the exercise by any such issuer of any right, privilege or option pertaining to any Pledged
Interests or any Portfolio Investments, and, in connection therewith, to deposit and deliver any and all of the Pledged Interests
or any Portfolio Investments with any committee, depository, transfer agent, registrar or other designated agent upon such terms
and conditions as it may determine; and


 


(iv)        all
dividends, distributions, interest and other payments that are received by any of the Obligors contrary to the provisions of Section
7.09(b)(i) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the
Obligors, and shall be forthwith paid over to the Collateral Agent as Pledged Interests in the exact form received with any necessary
indorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Interests and
as further collateral security for the Secured Obligations.


 


7.10       Commercial
Tort Claims. Each Obligor agrees that with respect to any Commercial Tort Claim in excess of $100,000 individually hereafter
arising it shall deliver to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto,
identifying such new Commercial Tort Claims.


 






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7.11       Intellectual
Property. Each Obligor hereby covenants and agrees as follows:


 


(a)         it
shall not do any act or omit to do any act whereby any of the Intellectual Property which such Obligor determines in its reasonable
business judgment is material to the business of such Obligor may lapse, or become abandoned, dedicated to the public, or unenforceable,
or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;


 


(b)         it
shall not, with respect to any Trademarks which such Obligor determines in its reasonable business judgment are material to the
business of such Obligor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold
and services rendered under any such Trademark at a level which such Obligor determines in its reasonable business judgment to
be appropriate to maintain the value of such Trademarks, and each Obligor shall take all steps reasonably necessary to ensure that
licensees of such Trademarks use such consistent standards of quality;


 


(c)         it
shall promptly notify the Collateral Agent if it knows or has reason to know that any item of the Intellectual Property that in
its reasonable business judgment is material to the business of any Obligor may become (a) abandoned or dedicated to the public
or placed in the public domain, (b) invalid or unenforceable, or (c) subject to any material adverse determination or development
(including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United
States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court, other than in the ordinary
course of prosecuting and/or maintaining the applications or registrations of such Intellectual Property;


 


(d)         it
shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state
registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark,
Patent, and Copyright owned by any Obligor that such Obligor determines in its reasonable business judgment is material to its
business which is now or shall become included in the Intellectual Property Collateral;


 


(e)         in
the event that it has knowledge that any Intellectual Property owned by or exclusively licensed to any Obligor is infringed, misappropriated,
or diluted by a third party, such Obligor shall, except as it determines otherwise in its reasonable business judgment, promptly
take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual
Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages;


 






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(f)          it
shall promptly (but in no event more than thirty (30) days after any Obligor obtains knowledge thereof) report to the Collateral
Agent (i) the filing by or on behalf of such Obligor of any application to register any Intellectual Property with the United States
Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing
and (ii) the registration of any Intellectual Property owned by such Obligor by any such office, in each case by executing and
delivering to the Collateral Agent a completed Pledge Supplement, together with all supplements to Annexes thereto;


 


(g)         it
shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to the Collateral Agent any document required
to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the Intellectual Property
Collateral, whether now owned or hereafter acquired by or on behalf of such Obligor, including, without limitation, intellectual
property security agreements in the form of Exhibit C hereto;


 


(h)         it
shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes
a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or
the assignment of, such Obligor’s rights and interests in any property included within the definitions of any Intellectual
Property acquired under such contracts;


 


(i)          it
shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering
into confidentiality agreements with employees and labeling and restricting access to secret information and documents; and


 


(j)          it
shall continue to collect, at its own expense, all amounts due or to become due to such Obligor in respect of the Intellectual
Property Collateral or any portion thereof. In connection with such collections, each Obligor may take (and, while an Event of
Default exists at the Collateral Agent’s reasonable direction, shall take) such action as such Obligor or the Collateral
Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, while an
Event of Default exists the Collateral Agent shall have the right at any time, to notify, or require any Obligor to notify, any
obligors with respect to any such amounts of the existence of the security interest created hereby.


 


Section 8.         Acceleration
Notice; Remedies; Distribution of Collateral.


 


8.01       Notice
of Acceleration. Upon receipt by the Collateral Agent of a written notice from any Secured Party which (i) expressly
refers to this Agreement, (ii) describes an event or condition which has occurred and is continuing and (iii) expressly states
that such event or condition constitutes an Acceleration as defined herein, the Collateral Agent shall promptly notify each other
party hereto of the receipt and contents thereof (any such notice is referred to herein as a “Acceleration Notice”).


 






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8.02       Preservation
of Rights. The Collateral Agent shall not be required to take steps necessary to preserve any rights against prior parties
to any of the Collateral.


 


8.03       Events
of Default, Etc. During the period during which an Event of Default shall have occurred and be continuing:


 


(a)         each
Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, reasonably
convenient to both the Collateral Agent and such Obligor, designated in the Collateral Agent’s request;


 


(b)         the
Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may
extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;


 


(c)         the
Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform
Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are
asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction
where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law,
to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the
sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right);


 


(d)         the
Collateral Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sue for, collect or receive
any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under
no obligation to do so; and


 


(e)         the
Collateral Agent may, upon reasonable prior notice (provided that at least ten Business Days’ prior written
notice shall be deemed to be reasonable) to the Obligors of the time and place (or, if such sale is to take place on the NYSE or
any other established exchange or market, prior to the time of such sale or other disposition), with respect to the Collateral
or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent,
the other Secured Parties or any of their respective agents, sell, assign or otherwise dispose of all or any part of such Collateral,
at such place or places as the Collateral Agent deems appropriate, and for cash or for credit or for future delivery (without thereby
assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition
or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the
Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral
so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent
permitted by law, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption
(statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released,
to the fullest extent permitted by law.


 






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The Collateral Agent may, without
notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at
the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.


 


The proceeds of each collection, sale or other disposition under
this Section shall be applied in accordance with Section 8.06.


 


The Obligors recognize that, by reason of
certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral
Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree,
among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or
resale thereof. The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral
Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that
to the extent any such private sale is conducted by the Collateral Agent in a commercially reasonable manner, the Collateral Agent
shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time
necessary to permit the Obligors, or the issuer thereof, to register it for public sale.


 


8.04       Deficiency.
If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 8.03 are insufficient to
cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Obligors shall remain
liable for any deficiency.


 


8.05       Private
Sale. The Collateral Agent and the Secured Parties shall incur no liability as a result of the sale of the Collateral, or
any part thereof, at any private sale pursuant to Section 8.03 conducted in a commercially reasonable manner. Each Obligor hereby
waives any claims against the Collateral Agent or any other Secured Party arising by reason of the fact that the price at which
the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale
or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received
and does not offer the Collateral to more than one offeree, so long as such private sale was conducted in a commercially reasonable
manner.


 






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8.06       Application
of Proceeds. Except as otherwise herein expressly provided in this Section 8.06, after the occurrence and during the continuance
of an Event of Default pursuant to exercise of any remedies under Section 8 of this Agreement, the proceeds of any collection,
sale or other realization by the Collateral Agent of all or any part of the Collateral of any Obligor (including any other cash
of any Obligor at the time held by the Collateral Agent under this Agreement in respect of Collateral or in respect of the guaranty
obligations of the Subsidiary Guarantors under this Agreement) shall be applied by the Collateral Agent as follows:


 


First, to the payment of
reasonable and documented costs and expenses of such collection, sale or other realization, including reasonable and documented
out-of-pocket costs and expenses of the Collateral Agent and the reasonable and documented fees and expenses of its agents and
counsel, and all expenses incurred and advances made by the Collateral Agent in connection therewith;


 


Second, to the payment
of any fees and other amounts then owing by such Obligor to the Collateral Agent in its capacity as such;


 


Third, to the payment of
the Secured Obligations (including the provision of cash collateral for any outstanding letters of credit) of such Obligor then
due and payable, in each case to each Secured Party ratably in accordance with the amount of Secured Obligations then due and payable
to such Secured Party (it being understood that, for the purposes hereof, the outstanding principal amount of the Loans under the
Revolving Credit Facility shall be deemed then due and payable whether or not any Acceleration of such loans has occurred); and


 


Fourth, after application
as provided in clauses “First, “Second” and “Third” above, to the payment to
the respective Obligor, or their respective successors or assigns, or as a court of competent jurisdiction may direct, of any surplus
then remaining.


 


For the avoidance of doubt, payments made pursuant
to Sections 2.09(b), (c), (d) and (e) of the Revolving Credit Facility (or any analogous provisions in any amendment, modification,
supplement, amendment and restatement, extension, refinancing or replacement thereof) shall not be subject to this Section 8.06
or to Section 5.02 unless the Collateral Agent, after the occurrence and continuation of an Event of Default, has directed the
actions giving rise to such payments. In making the allocations required by this Section, the Collateral Agent may rely upon its
records and information supplied to it pursuant to Section 9.02, and the Collateral Agent shall have no liability to any of the
other Secured Parties for actions taken in reliance on such information, except to the extent of its gross negligence or willful
misconduct. The Collateral Agent may, in its sole discretion, at the time of any application under this Section, withhold all or
any portion of the proceeds otherwise to be applied to the Secured Obligations as provided above and maintain the same in a segregated
cash collateral account in the name and under the exclusive NYUCC Control of the Collateral Agent, to the extent that it in good
faith believes that the information provided to it pursuant to Section 9.02 is either incomplete or inaccurate and that application
of the full amount of such proceeds to the Secured Obligations would be disadvantageous to any Secured Party. All distributions
made by the Collateral Agent pursuant to this Section shall be final (subject to any decree of any court of competent jurisdiction),
and the Collateral Agent shall have no duty to inquire as to the application by the other Secured Parties of any amounts distributed
to them.


 






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8.07       Attorney-in-Fact.
Without limiting any rights or powers granted by this Agreement to the Collateral Agent while no Event of Default has occurred
and is continuing, upon the occurrence and during the continuance of any Event of Default, the Collateral Agent is hereby appointed
the attorney-in-fact of each Obligor for the purpose of carrying out the provisions of this Section 8 and taking any action and
executing any instruments which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof,
which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing,
so long as the Collateral Agent shall be entitled under this Section 8 to make collections in respect of the Collateral, the Collateral
Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of any Obligor representing
any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the
same.


 


8.08       Grant
of Intellectual Property License. For the purpose of enabling the Collateral Agent, upon the occurrence and during the continuance
of an Event of Default, to exercise rights and remedies hereunder at such time as the Collateral Agent shall be lawfully entitled
to exercise such rights and remedies, each Obligor hereby grants to the Collateral Agent, if and only to the extent of such Obligor’s
rights to grant the same, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual
Property Collateral (other than any Excluded Assets) now owned or hereafter acquired by such Obligor. Such license shall include
access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation
or printout thereof.


 


8.09       Authority.
Notwithstanding anything to the contrary contained herein, in no event shall the Collateral Agent take, or be permitted to take,
any Enforcement Action with respect to the Collateral without at least three Business Days prior notice to the Secured Parties,
and will refrain from taking such Enforcement Action if so directed by the Required Secured Parties during such three Business
Day period, provided that the Collateral Agent may take such Enforcement Action during such three Business Day period if
so directed by the Required Secured Parties.


 


8.10       Exercise
of Control. With respect to any Deposit Account or Securities Account over which the Collateral Agent has Control, the Collateral
Agent shall not deliver any direction for the disposition of funds or other property, entitlement order or notice of exclusive
control (any such action, a “Control Action”) unless an Event of Default has occurred (it being understood
that, once the Collateral Agent has commenced taking any Control Action, such action or actions shall continue until the Collateral
Agent is directed otherwise by the requisite number of lenders).


 



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Section 9.          The
Collateral Agent.


 


9.01      Appointment;
Powers and Immunities. Each Revolving Lender, the Revolving Administrative Agent, each Financing Agent and, by acceptance
of the benefits of this Agreement and the other Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints
and authorizes ING to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the
terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Collateral Agent (which term
as used in this sentence and in Section 9.06 and the first sentence of Section 9.07 shall include reference to its Affiliates
and its own and its Affiliates’ officers, directors, employees and agents):


 


(a)          shall
have no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement
be a trustee for, or a fiduciary with respect to, any Revolving Lender or Designated Indebtedness Holder;


 


(b)          shall
not be responsible to the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness
Holders for any recitals, statements, representations or warranties contained in this Agreement or in any notice delivered hereunder,
or in any other certificate or other document referred to or provided for in, or received by it under, this Agreement, or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to
or provided for herein or therein or for any failure by the Obligors or any other Person to perform any of its obligations hereunder;


 


(c)          shall
not be required to initiate or conduct any litigation or collection proceedings hereunder except, subject to Section 9.07, for
any such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant
to Section 4; and


 


(d)          shall
not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred
to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct.


 


9.02      Information
Regarding Secured Parties. The Borrower will at such times and from time to time as shall be reasonably requested by the Collateral
Agent, supply a list in form and detail reasonably satisfactory to the Collateral Agent setting forth the amount of the Secured
Obligations held by each Secured Party (excluding, so long as ING is both the Collateral Agent and the Revolving Administrative
Agent, the Credit Agreement Obligations) as at a date specified in such request. The Collateral Agent shall provide any such list
to any Secured Party upon request. The Collateral Agent shall be entitled to rely upon such information, and such information
shall be conclusive and binding for all purposes of this Agreement, except to the extent the Collateral Agent shall have been
notified by a Secured Party that such information as set forth on any such list is inaccurate or in dispute between such Secured
Party and the Borrower.


 






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9.03      Reliance
by Collateral Agent. The Collateral Agent shall be entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telecopy, telex, telegram, cable or electronic mail) believed by it in good faith to be genuine
and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the Collateral Agent. As to any matters not expressly provided
for by this Agreement, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder
or thereunder in accordance with instructions given by (i) the Required Secured Parties or (ii) where expressly permitted for
in Section 10.03, the Required Revolving Lenders and the Required Designated Indebtedness Holders, as applicable, and such instructions
of (i) the Required Secured Parties or (ii) where expressly permitted for in Section 10.03, the Required Revolving Lenders and
the Required Designated Indebtedness Holders, as applicable, and any action taken or failure to act pursuant thereto shall be
binding on all of the Secured Parties. If in one or more instances the Collateral Agent takes any action or assumes any responsibility
not specifically delegated to it pursuant to this Agreement, neither the taking of such action nor the assumption of such responsibility
shall be deemed to be an express or implied undertaking on the part of the Collateral Agent that it will take the same or similar
action or assume the same or similar responsibility in any other instance.


 


9.04      Rights
as a Secured Party. With respect to its obligation to extend credit under the Revolving Credit Facility, ING (and any
successor acting as Collateral Agent) in its capacity as a Revolving Lender under the Revolving Credit Facility, shall have
the same rights and powers hereunder as any other Secured Party and may exercise the same as though it were not acting as
Collateral Agent, and the term “Secured Party” or “Secured Parties” shall, unless the context
otherwise indicates, include the Collateral Agent in its individual capacity. ING (and any successor acting as Collateral
Agent) and its Affiliates may (without having to account therefor to any other Secured Party) accept deposits from, lend
money to, make investments in and generally engage in any kind of banking, trust or other business with any of the Obligors
(and any of their Subsidiaries or Affiliates) as if it were not acting as Collateral Agent, and ING and its Affiliates may
accept fees and other consideration from any of the Obligors for services in connection with this Agreement or otherwise
without having to account for the same to the other Secured Parties.


 






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9.05     Indemnification.
Each Revolving Lender and each Designated Indebtedness Holder by acceptance of the benefits of this Agreement and the other Security
Documents agrees to indemnify the Collateral Agent and each Related Party of the Collateral Agent (each such Person being called
an “Indemnitee”) (to the extent not reimbursed under Section 10.04, but without limiting the obligations of
the Obligors under Section 10.04) ratably in accordance with the aggregate Secured Obligations held by the Revolving Lenders and
the Designated Indebtedness Holders, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against
any Indemnitee (including by any other Secured Party) arising out of or by reason of any investigation in connection with or in
any way relating to or arising out of this Agreement, any other Debt Documents, or any other documents contemplated by or referred
to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that the Obligors are
obligated to pay under Section 10.04, but excluding, unless an Event of Default has occurred and is continuing, normal administrative
costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents; provided, that no Revolving Lender or Designated Indebtedness Holder shall be liable
for any of the foregoing to the extent they are determined by a court of competent jurisdiction in a final, nonappealable judgment
to have resulted from the gross negligence or willful misconduct of the party to be indemnified.


 


9.06      Non-Reliance
on Collateral Agent and Other Secured Parties. The Revolving Administrative Agent and each Financing Agent (and each Revolving
Lender and each Designated Indebtedness Holder by acceptance of the benefits of this Agreement and the other Security Documents)
agrees that it has, independently and without reliance on the Collateral Agent or any other Secured Party, and based on such documents
and information as it has deemed appropriate, made its own credit analysis of the Borrower, the Subsidiary Guarantors and their
Subsidiaries and decision to extend credit to the Borrower in reliance on this Agreement and that it will, independently and without
reliance upon the Collateral Agent or any other Secured Party, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement and any Debt
Document to which it is a party. Except as otherwise expressly provided herein, the Collateral Agent shall not be required to
keep itself informed as to the performance or observance by any Obligor of this Agreement, any other Debt Document or any other
document referred to or provided for herein or therein or to inspect the properties or books of any Obligor. The Collateral Agent
shall not have any duty or responsibility to provide any other Secured Party with any credit or other information concerning the
affairs, financial condition or business of any Obligor or any of its Subsidiaries (or any of their Affiliates) that may come
into the possession of the Collateral Agent or any of its Affiliates, except for notices, reports and other documents and information
expressly required to be furnished to the other Secured Parties by the Collateral Agent hereunder.


 


9.07      Failure
to Act. Except for action expressly required of the Collateral Agent hereunder, the Collateral Agent shall in all cases
be fully justified in failing or refusing to act hereunder unless it shall receive further assurances to its satisfaction
from the other Secured Parties of their indemnification obligations under Section 9.05 against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall not
be required to take any action that in the judgment of the Collateral Agent would violate any applicable law.


 






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9.08      Resignation
of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral
Agent may resign at any time by giving notice thereof to the other Secured Parties and the Obligors. Upon any such resignation,
the Required Secured Parties shall have the right, with the consent of the Borrower not to be unreasonably withheld provided that
no such consent shall be required if an Event of Default has occurred and is continuing to appoint a successor Collateral Agent.
If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment
within 30 days after the retiring Collateral Agent’s giving of written notice of resignation of the retiring Collateral
Agent, then the retiring Collateral Agent may, on behalf of the other Secured Parties, appoint a successor Collateral Agent, that
shall be a financial institution that has an office in New York, New York and has a combined capital and surplus and undivided
profits of at least $1,000,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral
Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations
hereunder. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section
9 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
the Collateral Agent. The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor, and such payment to be made as and when invoiced
by the successor Collateral Agent.


 


9.09     
 Agents and Attorneys-in-Fact. The Collateral Agent may employ agents and attorneys-in-fact in connection
herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith.


 


Section 10.          Miscellaneous.


 


10.01    Notices.
All notices, requests, consents and other demands hereunder and other communications provided for herein shall be given or
made in writing, (a) to any party hereto, telecopied, (to the extent provided in the Revolving Credit Facility) e-mailed or
delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages
to this Agreement or, in the case of any Financing Agent or Designated Indebtedness Holder that shall become a party hereto
after the date hereofAmendment No. 2 Effective
Date, at such “Address for Notices” as shall be specified pursuant to or in connection with the
joinder agreement executed and delivered by such Financing Agent or Designated Indebtedness Holder pursuant to Section 6.01
(provided that notices to any Subsidiary Guarantor shall be given to such Subsidiary Guarantor care of the Borrower at
the address for the Borrower specified herein) or (b) as to any party, at such other address as shall be designated by such
party in a written notice to each other party. All notices to any Revolving Lender or Designated Indebtedness Holder that is
not a party hereto shall be given to the Revolving Administrative Agent or Financing Agent for such Designated Indebtedness
Holder.


 






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10.02    No
Waiver. No failure on the part of the Collateral Agent or any other Secured Party to exercise, and no course of dealing with
respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by any Secured Party of any right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies
provided by law.


 


10.03    Amendments
to Security Documents, Etc. Except as otherwise provided in any Security Document, the terms of this Agreement and the
other Security Documents may be waived, altered or amended only by an instrument in writing duly executed by each Obligor and
the Collateral Agent, with the consent of the Required Revolving Lenders and the Required Designated Indebtedness Holders; provided,
that, subject to the provisions related to “Defaulting Lenders” (or equivalent term) in the Revolving Credit
Facility:


 


(a)          no
such amendment shall adversely affect the relative rights of any Secured Party as against any other Secured Party without the prior
written consent of such first Secured Party;


 


(b)          without
the prior written consent of (x) each of the Revolving Lenders and (y) the Required Designated Indebtedness Holders, the Collateral
Agent shall not release all or substantially all of the collateral under the Security Documents or release all or substantially
all of the Subsidiary Guarantors from their guarantee obligations under Section 3 hereof (and if any amounts have become due and
payable in respect of any Hedging Agreement Obligations, and such amounts shall have remained unpaid for 30 or more days, then
the prior written consent (voting as a single group) of the holders of a majority in interest of the Hedging Agreement Obligations
will also be required to release all or substantially all of such collateral or guarantee obligations);


 


(c)          without
the consent of each of the Secured Parties, no modification, supplement or waiver shall modify the definition of the term “Required
Secured Parties” or modify in any other manner the number of percentage of the Secured Parties required to make any determinations
or waive any rights under any Security Document;


 


(d)          without
the consent of the Collateral Agent, no modification, supplement or waiver shall modify the terms of Section 9;


 






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(e)          the
Collateral Agent is authorized to release (and shall, promptly following request by the Borrower, release) any Collateral that
is either the subject of a disposition not prohibited under either the Revolving Credit Facility or the Designated Indebtedness
Documents (including a disposition to a Financing Subsidiary), or to which the Required Revolving Lenders and the Required Designated
Indebtedness Holders shall have consented and will, at the Obligors’ expense, execute and deliver to any Obligor such documents
(including, without limitation, any UCC termination statements, lien releases, re-assignments of trademarks, discharges of security
interests, and other similar discharge or release documents (and, if applicable, in recordable form)) as such Obligor shall reasonably
request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; notwithstanding
the foregoing or anything to the contrary in any other Debt Document,
Portfolio Investments constituting Collateral shall be automatically released from the lien of this Agreement and the other Security
Documents, without any action of the Collateral Agent or any other Secured Party, in connection with any disposition,
sale or contribution of Portfolio Investments that (i) occurs in the ordinary course of the Borrower’s business
and (ii) is not prohibited under any of the Debt Documents; and


 


(f)      
    the Collateral Agent is authorized to release (and shall, promptly following request by the Borrower,
release) any Subsidiary Guarantor from any of its guarantee obligations under Section 3 hereof to the extent such Subsidiary
is (x) the subject of a disposition not prohibited under the Debt Documents, (y) ceases to be a Subsidiary as a result of a
transaction not prohibited under the Debt Documents, or (z) to which each of the Required Revolving Lenders and the Required
Designated Indebtedness Holders shall have consented, and, upon such release, the Collateral Agent is authorized to release
(and shall, promptly following request by the Borrower, release) any collateral security granted by such Subsidiary Guarantor
hereunder and under the other Security Documents and will, at the Obligors’ expense, execute and deliver to any Obligor
such documents (including, without limitation, any UCC termination statements, lien releases, re-assignments of trademarks,
discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form))
as such Obligor shall reasonably request to evidence the release of such item of Collateral from the assignment and security
interest granted hereby.


 


Any such amendment or waiver shall be binding
upon the Collateral Agent, each Secured Party and each Obligor. In connection with any release of Collateral from the Lien of this
Agreement and the other Security Documents, the Collateral Agent will promptly (i) execute and deliver assignments, bills of sale,
termination statements and other releases and instruments (in recordable form if appropriate) provided for signature by the Borrower
or the applicable Obligor, (ii) deliver any portion of the Collateral in its possession, and (iii) otherwise take such actions,
and cause or permit the Custodian to take such actions, in each case as the Borrower may reasonably request in order to effect
the release and transfer of such Collateral. Notwithstanding the foregoing to the contrary, if the Termination Date shall have
occurred with respect to any Class, then the consent rights of such Class (and the related Required Revolving Lenders or Required
Designated Indebtedness Holders) under this Section 10.03 shall terminate.


 






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10.04    Expenses; Indemnity; Damage Waiver.


 


(a)        Costs
and Expenses. The Obligors hereby jointly and severally agree to reimburse the Collateral Agent and each of the other Secured
Parties and their respective Affiliates for all reasonable and documented and out-of-pocket costs and expenses incurred by them (including the reasonable and,
documented and out-of-pocket fees, charges and
disbursements of up to one legal counsel for
the Collateral Agent as well as one legal counsel for the Secured Parties collectively, and additional counsel in each local jurisdiction
and should any conflict of interest arise (and excluding the allocated costs of internal counsel)) in connection
with (i) any Event of Default and any enforcement or collection proceeding resulting therefrom, including all manner of participation
in or other involvement with (w) performance by the Collateral Agent of any obligations of the Obligors in respect of the Collateral
that the Obligors have failed or refused to perform in the time period required under this Agreement, (x) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings of any Obligor, or any actual or attempted sale, or any exchange,
enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and
defending or asserting rights and claims of the Collateral Agent in respect thereof, by litigation or otherwise, including expenses
of insurance, (y) judicial or regulatory proceedings arising from or related to this Agreement and (z) workout, restructuring
or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated)
and (ii) the enforcement of this Section, and all such costs and expenses shall be Secured Obligations entitled to the benefits
of the collateral security provided pursuant to Section 4.


 


(b)        Indemnification
by the Obligors. The Obligors shall indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses including reasonable and documented and out-of-pocket 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 (ii) 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 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 that
(1) are 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, (2) result from a claim brought against such Indemnitee for breach of such
Indemnitee’s obligations under this Agreement or the other Loan Documents, if there has been a final and nonappealable judgment
against such Indemnitee on such claim as determined by a court of competent jurisdiction or (3) result from a claim arising as
a result of a dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent, in each
case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates).


 


Neither the Borrower nor any Obligor shall
be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, or in connection with,
this Agreement 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.


 






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10.05    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Obligors and the Secured Parties (provided that none of the Obligors shall
assign or transfer its rights or obligations hereunder without the prior written consent of each of the Collateral Agent, the
Revolving Administrative Agent or the agent, trustee or representative for the Designated Indebtedness Holder, if any (or if
there is no such agent, trustee or representative, the Required Designated Indebtedness Holders)).


 


10.06    
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 Collateral 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. This Agreement shall become effective when it shall have been executed
by the Collateral Agent and when the Collateral 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 or electronic mail (including .pdf format) shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


(b)        Electronic
Execution of Assignments. The words “execution,” “signed,” “signature” shall be deemed
to include electronic signatures or the keeping of records in electronic form, 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.


 


10.07    Severability.
If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the
other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of
the Secured Parties in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity
or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction.


 






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10.08    Governing
Law; Submission to Jurisdiction.


 


(a)        Governing
Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)        Submission
to Jurisdiction. Each Obligor 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, 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 court 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 any Secured Party may otherwise have to
bring any action or proceeding relating to this Agreement against any Obligor or its properties in the courts of any jurisdiction.


 


(c)        Waiver
of Venue. Each Obligor 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 irrevocably consents to service of process in the manner provided for notices in
Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.


 


10.09    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 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.


 






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10.10    Headings.
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.


 


10.11 
  Termination. When all Secured Obligations of any Class have been paid in full (other than unasserted
contingent obligations), and all Commitments of the
holders thereof to extend credit that would be Secured Obligations have expired or been terminated and any letters of credit
outstanding under the Revolving Credit Facility or any other Designated Indebtedness have (i) expired, (ii) terminated, (iii)
been cash collateralized or (iv) otherwise backstopped in a manner reasonably acceptable to the Revolving Administrative
Agent or any applicable Financing Agent, as applicable, or any issuing bank, as applicable, in each case in accordance with
the terms of the applicable Debt Documents, and all outstanding letter of credit disbursements under any such Debt Documents
then outstanding have been reimbursed, the Collateral Agent shall, on behalf of the holders of such Secured Obligations,
deliver to the Obligors such termination statements and releases and other documents necessary and appropriate to evidence
the termination of all agreements, obligations and liens related to such Secured Obligations, as the Obligors may
reasonably request all at the sole cost and expense of the Obligors; provided, however, that the Collateral Agent
shall not have any obligation to do so under the circumstances set forth in the parenthetical provision in Section 10.03(b)
except to the extent provided therein.


 


10.12    Confidentiality.
The Collateral Agent acknowledges and agrees that Section 9.13 of the Revolving Credit Facility will bind the Collateral Agent
to the same extent as it binds the Revolving Administrative Agent.


 


[Signature page follows]


 




    	56 



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Guarantee, Pledge and Security Agreement to be duly executed and delivered as of the day and year first above written.


	 	 	 
	 	FS INVESTMENT CORPORATION
	 	 
	 	By:	 
	 	 
	 	Name:  Gerald F. Stahlecker
	 	Title:  President
	 	 
	 	Address
    for Notices
	 	 	 
	 	FS Investment Corporation
	 	2929
    Arch Street, Suite 675
	 	201
    Rouse Boulevard
	 	Philadelphia,
    PA 1910419112
	 	Attention: Gerald F. Stahlecker
	 	Telecopy Number: (215) 222-4649
	 	Direct Telephone: (215) 495-1169
	 	Main Telephone: (215) 495-1150
	 	E-mail:
	 	jerry.stahlecker@franklinsquarecredit.notices@fsinvestments.com
	 	 	 
	 	with a copy to:
	 	 	 
	 	Dechert LLP
	 	1095 Avenue of the Americas
	 	New York, NY 10036-6797
	 	Attention:  Jay R. Alicandri,
    Esq.
	 	Telecopier: (212) 698-3599
	 	Telephone: (212) 698-3800
	 	E-mail: jay.alicandri@dechert.com




 


[Signature Page to the Guarantee, Pledge and Security
Agreement]


 



     


     


    

 


	 	 	 
	 	IC AMERICAN ENERGY 

INVESTMENTS,
    INC.
	 	 	 
	 	By: 	 
	 	 	 
	 	Name: Gerald F. Stahlecker
	 	Title: President
	 	 
	 	Address
                    for Notices


 


c/o
FS Investment Corporation





2929
Arch Street, Suite 675





201
Rouse Boulevard





Philadelphia,
PA 1910419112





Attention:
Gerald F. Stahlecker





Telecopy
Number: (215) 222-4649





Direct
Telephone: (215) 495-1169





Main
Telephone: (215) 495-1150





E-mail:
jerry.stahlecker@franklinsquarecredit.notices@fsinvestments.com


 


with
a copy to:


 


Dechert
LLP

1095 Avenue of the Americas

New York, NY 10036-6797

Attention: Jay R. Alicandri, Esq.

Telecopier: (212) 698-3599





Telephone:
(212) 698-3800





E-mail:
jay.alicandri@dechert.com







 





[Signature
Page to the Guarantee, Pledge and Security Agreement]


 




    


     

    


 



	 	FSIC INVESTMENTS, INC.
	 	 
	 	By:	 
	 	 
	 	Name: Gerald F. Stahlecker
	 	Title: President
	 	 
	 	Address for Notices
	 	 
	 	c/o FS Investment Corporation
	 	2929 Arch Street, Suite
    675
	 	201
    Rouse Boulevard
	 	Philadelphia, PA 1910419112
	 	Attention: Gerald F. Stahlecker
	 	Telecopy Number: (215) 222-4649
	 	Direct Telephone: (215) 495-1169
	 	Main Telephone: (215) 495-1150
	 	E-mail:
	 	jerry.stahlecker@franklinsquarecredit.notices@fsinvestments.com
	 	 
	 	with a copy to:
	 	 
	 	Dechert LLP
	 	1095 Avenue of the Americas
	 	New York, NY 10036-6797
	 	Attention: Jay R. Alicandri, Esq.
	 	Telecopier: (212) 698-3599
	 	Telephone: (212) 698-3800
	 	E-mail: jay.alicandri@dechert.com



 


[Signature Page to the Guarantee,
Pledge and Security Agreement]


 



     


     


    

 



	 	 	 
	 	ING CAPITAL LLC,

    as Revolving Administrative Agent and Collateral Agent
	 	 	 
	 	By	 
	 	 	 
	 	Name:
	 	Title:
	 	 
	 	By	 
	 	 	 
	 	Name:
	 	Title:
	 	 	 
	 	Address for Notices
	 	 
	 	ING Capital LLC
	 	13251133
    Avenue of the Americas
	 	New York, New York 1001910036

    Attention: Mark LaGreca

    Telecopy Number: 646-424-8234
	 	Telephone Number: 646-424-3862
	 	E-mail: mark.lagreca@americas.ing.com
	 	E-mail: DLNYCLoanAgencyTeam@ing.com
	 	 
	 	with a copy to (which shall not

    constitute notice):
	 	 
	 	ING Capital LLC
	 	13251133
    Avenue of the Americas
	 	New York, New York 1001910036

    Attention: Patrick FrischDominik Breuer
	 	Telecopy Number: (646) 424-6919
	 	Telephone Number: (646) 424-69126269
	 	E-mail: Patrick.Frisch@americas.Dominik.Breuer@ing.com
	 	 
	 	with a copy to (which shall not

    constitute notice):
	 	 
	 	Paul, Weiss, Rifkind, Wharton & Garrison LLP

    1285 Avenue of the Americas

    New York, New York 10019-6064

    Attention: Terry E. Schimek, Esq.

    Telecopy Number: (212) 757-3990

    Telephone Number: (212) 373-3005
	 	E-mail: tschimek@paulweiss.com