EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

THIRD AMENDED AND RESTATED SENIOR SECURED 

REVOLVING CREDIT AGREEMENT 
 dated
as of 
 October 16, 2020 

among 
 FIRST EAGLE ALTERNATIVE
CAPITAL BDC, INC. 
 (F/K/A THL CREDIT, INC.) 

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
	  	 	42	 
	 SECTION 1.03.
	 	 Terms Generally
	  	 	42	 
	 SECTION 1.04.
	 	 Accounting Terms; GAAP
	  	 	42	 
	 SECTION 1.05.
	 	 Currencies Generally
	  	 	43	 
	 SECTION 1.06.
	 	 Special Provisions Relating to Euro
	  	 	43	 
	 SECTION 1.07.
	 	 Public Health Events
	  	 	44	 
	
	ARTICLE II	  

	
	THE CREDITS	  

			
	 SECTION 2.01.
	 	 The Commitments
	  	 	44	 
	 SECTION 2.02.
	 	 Loans and Borrowings
	  	 	44	 
	 SECTION 2.03.
	 	 Requests for Borrowings
	  	 	46	 
	 SECTION 2.04.
	 	 Letters of Credit
	  	 	47	 
	 SECTION 2.05.
	 	 Funding of Borrowings
	  	 	52	 
	 SECTION 2.06.
	 	 Interest Elections
	  	 	52	 
	 SECTION 2.07.
	 	 Termination, Reduction or Increase of the Commitments
	  	 	54	 
	 SECTION 2.08.
	 	 Repayment of Loans; Evidence of Debt
	  	 	56	 
	 SECTION 2.09.
	 	 Prepayment of Loans
	  	 	57	 
	 SECTION 2.10.
	 	 Fees
	  	 	62	 
	 SECTION 2.11.
	 	 Interest
	  	 	63	 
	 SECTION 2.12.
	 	 Eurocurrency Borrowing Provisions
	  	 	64	 
	 SECTION 2.13.
	 	 Increased Costs
	  	 	67	 
	 SECTION 2.14.
	 	 Break Funding Payments
	  	 	68	 
	 SECTION 2.15.
	 	 Taxes
	  	 	69	 
	 SECTION 2.16.
	 	 Payments Generally; Pro Rata Treatment: Sharing of
Set-offs
	  	 	72	 
	 SECTION 2.17.
	 	 Defaulting Lenders
	  	 	75	 
	 SECTION 2.18.
	 	 Mitigation Obligations; Replacement of Lenders
	  	 	76	 
	 SECTION 2.19.
	 	 Acknowledgment and Consent to Bail-In of Affected
Financial Institutions
	  	 	77	 
	
	ARTICLE III	  

	
	REPRESENTATIONS AND WARRANTIES	  

			
	 SECTION 3.01.
	 	 Organization; Powers
	  	 	78	 
	 SECTION 3.02.
	 	 Authorization; Enforceability
	  	 	78	 
	 SECTION 3.03.
	 	 Governmental Approvals; No Conflicts
	  	 	79	 
	 SECTION 3.04.
	 	 Financial Condition; No Material Adverse Effect
	  	 	79	 
	 SECTION 3.05.
	 	 Litigation
	  	 	79	 


  
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	 SECTION 3.06.
	 	 Compliance with Laws and Agreements
	  	 	80	 
	 SECTION 3.07.
	 	 Taxes
	  	 	80	 
	 SECTION 3.08.
	 	 ERISA
	  	 	80	 
	 SECTION 3.09.
	 	 Disclosure
	  	 	80	 
	 SECTION 3.10.
	 	 Investment Company Act; Margin Regulations
	  	 	81	 
	 SECTION 3.11.
	 	 Material Agreements and Liens
	  	 	81	 
	 SECTION 3.12.
	 	 Subsidiaries and Investments
	  	 	82	 
	 SECTION 3.13.
	 	 Properties
	  	 	82	 
	 SECTION 3.14.
	 	 Solvency
	  	 	82	 
	 SECTION 3.15.
	 	 Affiliate Agreements
	  	 	83	 
	 SECTION 3.16.
	 	 Structured Subsidiaries
	  	 	83	 
	 SECTION 3.17.
	 	 Security Documents
	  	 	83	 
	 SECTION 3.18.
	 	 Compliance with Sanctions
	  	 	83	 
	 SECTION 3.19.
	 	 Anti-Money Laundering Program
	  	 	84	 
	 SECTION 3.20.
	 	 Foreign Corrupt Practices Act
	  	 	84	 
	 SECTION 3.21.
	 	 Affected Financial Institutions
	  	 	84	 
	 SECTION 3.22.
	 	 Beneficial Ownership Certification
	  	 	84	 
	
	ARTICLE IV	  

	
	CONDITIONS	  

			
	 SECTION 4.01.
	 	 Third Restatement Effective Date
	  	 	84	 
	 SECTION 4.02.
	 	 Each Credit Event
	  	 	87	 
	
	ARTICLE V	  

	
	AFFIRMATIVE COVENANTS	  

			
	 SECTION 5.01.
	 	 Financial Statements and Other Information
	  	 	88	 
	 SECTION 5.02.
	 	 Notices of Material Events
	  	 	91	 
	 SECTION 5.03.
	 	 Existence; Conduct of Business
	  	 	91	 
	 SECTION 5.04.
	 	 Payment of Obligations
	  	 	91	 
	 SECTION 5.05.
	 	 Maintenance of Properties; Insurance
	  	 	92	 
	 SECTION 5.06.
	 	 Books and Records; Inspection and Audit Rights
	  	 	92	 
	 SECTION 5.07.
	 	 Compliance with Laws and Agreements
	  	 	93	 
	 SECTION 5.08.
	 	 Certain Obligations Respecting Subsidiaries; Further Assurances
	  	 	93	 
	 SECTION 5.09.
	 	 Use of Proceeds
	  	 	96	 
	 SECTION 5.10.
	 	 Status of RIC and BDC
	  	 	97	 
	 SECTION 5.11.
	 	 Investment Policies
	  	 	97	 
	 SECTION 5.12.
	 	 Portfolio Valuation and Diversification, Etc.
	  	 	97	 
	 SECTION 5.13.
	 	 Calculation of Borrowing Base
	  	 	103	 
	 SECTION 5.14.
	 	 Anti-Hoarding of Assets at Non-Pledged Financing
Subsidiaries
	  	 	114	 


  
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	ARTICLE VI	  

	
	NEGATIVE COVENANTS	  

			
	 SECTION 6.01.
	 	 Indebtedness
	  	 	115	 
	 SECTION 6.02.
	 	 Liens
	  	 	116	 
	 SECTION 6.03.
	 	 Fundamental Changes
	  	 	117	 
	 SECTION 6.04.
	 	 Investments
	  	 	119	 
	 SECTION 6.05.
	 	 Restricted Payments
	  	 	120	 
	 SECTION 6.06.
	 	 Certain Restrictions on Subsidiaries
	  	 	121	 
	 SECTION 6.07.
	 	 Certain Financial Covenants
	  	 	122	 
	 SECTION 6.08.
	 	 Transactions with Affiliates
	  	 	122	 
	 SECTION 6.09.
	 	 Lines of Business
	  	 	123	 
	 SECTION 6.10.
	 	 No Further Negative Pledge
	  	 	123	 
	 SECTION 6.11.
	 	 Modifications of Indebtedness and Affiliate Agreements
	  	 	123	 
	 SECTION 6.12.
	 	 Payments of Longer-Term Indebtedness
	  	 	124	 
	 SECTION 6.13.
	 	 Modification of Investment Policies
	  	 	124	 
	 SECTION 6.14.
	 	 SBIC Guarantee
	  	 	124	 
	 SECTION 6.15.
	 	 Derivative Transactions
	  	 	124	 
	 SECTION 6.16.
	 	 Financing Subsidiaries
	  	 	125	 
	
	ARTICLE VII	  

	
	EVENTS OF DEFAULT	  

	
	ARTICLE VIII	  

	
	THE ADMINISTRATIVE AGENT	  

			
	 SECTION 8.01.
	 	 Appointment
	  	 	129	 
	 SECTION 8.02.
	 	 Capacity as Lender
	  	 	129	 
	 SECTION 8.03.
	 	 Limitation of Duties; Exculpation
	  	 	129	 
	 SECTION 8.04.
	 	 Reliance
	  	 	130	 
	 SECTION 8.05.
	 	 Sub-Agents
	  	 	130	 
	 SECTION 8.06.
	 	 Resignation; Successor Administrative Agent
	  	 	130	 
	 SECTION 8.07.
	 	 Reliance by Lenders
	  	 	131	 
	 SECTION 8.08.
	 	 Modifications to Loan Documents
	  	 	131	 
	 SECTION 8.09.
	 	 Collateral Matters
	  	 	132	 
	
	ARTICLE IX	  

	
	MISCELLANEOUS	  

			
	 SECTION 9.01.
	 	 Notices; Electronic Communications
	  	 	132	 
	 SECTION 9.02.
	 	 Waivers; Amendments
	  	 	134	 
	 SECTION 9.03.
	 	 Expenses; Indemnity; Damage Waiver
	  	 	137	 
	 SECTION 9.04.
	 	 Successors and Assigns
	  	 	139	 
	 SECTION 9.05.
	 	 Survival
	  	 	145	 
	 SECTION 9.06.
	 	 Counterparts; Integration; Effectiveness; Electronic Execution
	  	 	145	 
	 SECTION 9.07.
	 	 Severability
	  	 	146	 
	 SECTION 9.08.
	 	 Right of Setoff
	  	 	146	 
	 SECTION 9.09.
	 	 Governing Law; Jurisdiction; Etc.
	  	 	146	 
	 SECTION 9.10.
	 	 WAIVER OF JURY TRIAL
	  	 	147	 


  
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	 SECTION 9.11.
	 	 Judgment Currency
	  	 	147	 
	 SECTION 9.12.
	 	 Headings
	  	 	148	 
	 SECTION 9.13.
	 	 Treatment of Certain Information; Confidentiality
	  	 	148	 
	 SECTION 9.14.
	 	 USA PATRIOT Act
	  	 	149	 
	 SECTION 9.15.
	 	 Termination
	  	 	149	 
	 SECTION 9.16.
	 	 Amendment and Restatement
	  	 	149	 
	 SECTION 9.17.
	 	 Consent and Reaffirmation
	  	 	150	 
	 SECTION 9.18.
	 	 Acknowledgment Regarding Any Supported QFCs
	  	 	150	 

  

					
	SCHEDULE 1.01(a)	 	-	  	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)	 	-	  	Commitments
	SCHEDULE 1.01(c)	 	-	  	Existing Letters of Credit
	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
	SCHEDULE 9.17	 	-	  	Certain Updates to Guarantee and Security Agreement Annexes

  

							
	 EXHIBIT A
	  	 	-	 	  	 Form of Assignment and Assumption

	 EXHIBIT B
	  	 	-	 	  	 Form of Borrowing Base Certificate

	 EXHIBIT C
	  	 	-	 	  	 Form of Second Amended and Restated Promissory Note

	 EXHIBIT D
	  	 	-	 	  	 Form of Borrowing Request



  
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 THIRD AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of
October 16, 2020 (this “Agreement”), among FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC. (f/k/a THL CREDIT, INC.), a Delaware corporation (the “Borrower”), the LENDERS party hereto, solely with respect to
Section 2.02(f)(ii), the DEPARTING LENDERS party hereto and ING CAPITAL LLC, as Administrative Agent. 
 WHEREAS, the Borrower and the
Administrative Agent entered into that certain Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of December 15, 2017 (as the same has been amended, supplemented or otherwise modified from time to time until the
date hereof, the “Existing Credit Agreement”) with the lenders party thereto from time to time (the “Existing Lenders”), pursuant to which the Existing Lenders extended certain commitments and made certain loans to
the Borrower (the “Existing Loans”); 
 WHEREAS, the Borrower desires to amend and restate the Existing Credit Agreement
and to make certain changes, including to reduce the size of the commitments thereunder and to extend the maturity date; 
 WHEREAS, the
Borrower wishes to prepay in full the pro rata portion of the Loans and other obligations owing to certain Existing Lenders identified in writing by the Administrative Agent to the Borrower (the “Departing Lenders” and the
Existing Lenders that are not Departing Lenders, the “Existing Continuing Lenders”) with a corresponding termination of each such Departing Lenders’ commitments; and 

WHEREAS, the Existing Continuing Lenders are willing to make such changes to the Existing Credit Agreement upon the terms and subject to the
conditions set forth herein 
 NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein,
the parties hereto hereby agree that, effective as of the Third Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety 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: 

“2022 Notes” means the Borrower’s 6.75% unsecured notes due 2022 in an aggregate principal amount of $60,000,000. 

“2023 Notes” means the Borrower’s 6.125% unsecured notes due 2023 in an aggregate principal amount of $51,607,250. 

  
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 “ABR”, when used in reference to any Loan or Borrowing, refers to whether
such Loan is, or the Loans constituting such Borrowing are, 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. 
 “Adjusted LIBO Rate”
means, for the Interest Period for any Eurocurrency Borrowing, 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 an account designated by the Administrative
Agent in a notice to the Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire
in a form supplied by the Administrative Agent. 
 “Advance Rate” has the meaning assigned to such term in
Section 5.13. 
 “Affected Financial institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution. 
 “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” shall not include any Person that
constitutes a Portfolio Investment held by any Person in the ordinary course of business. 
 “Affiliate Agreements” means,
collectively, (a) the Investment Management Agreement, dated as of May 28, 2020, between the Borrower and the Investment Advisor and (b) the Administration Agreement, dated as of January 31, 2020, between the Borrower and the
Investment Advisor. 
 “Affiliate Investment” means any Portfolio Investment in which the Borrower or any of its
Subsidiaries owns or controls more than 25% of the voting Capital Stock. 
 “Agency Account” has the meaning assigned to
such term in Section 5.08(c)(v). 
 “Agent Subsidiary” means a Subsidiary that (i) does not engage in any
business or business activity other than acting as agent or administrative agent with respect to Portfolio 

  
 2 













 
Investments that are Bank Loans (or an analogous agency capacity under any note purchase agreements with respect to any Mezzanine Investment), all or a portion of which are held by the Borrower
or its Affiliates, (ii) holds no material assets other than funds held in its agency capacity in an Agency Account and (iii) the aggregate amount of new Investments made by an Obligor in such Subsidiary after July 24, 2019 does not
exceed $1,000,000 (which, for the avoidance of doubt, shall not include any funds deposited into or otherwise held in its agency capacity in an Agency Account). 

“Agreed Foreign Currency” means, at any time, Canadian Dollars, Euros, Pounds Sterling, AUD and Danish Krone and, with the
prior written consent of each Multicurrency Lender, any other Foreign Currency, so long as, in respect of any such specified Foreign Currency or other Foreign Currency, at such time (a) such Foreign Currency is dealt with in the London
interbank deposit market or, in the case of Canadian Dollars, AUD and Danish Krone, the relevant local market for obtaining quotations, (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 Issuing Bank to issue (or to make payment under) any Letter of Credit denominated in such Foreign Currency and/or to permit the Borrower to borrow and repay the
principal thereof and to pay the interest thereon (or to repay any LC Disbursement under a Letter of Credit denominated in such Foreign Currency), 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%, (c) the LIBO Rate for deposits in U.S. 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.

 “Applicable Commitment Fee Rate” means, with respect to any Lender, a rate per annum equal to (x) 1.00%, if the utilized
portion of such Lender’s Commitments 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 such
Lender’s Commitments and (y) 0.50% if the utilized portion of such Lender’s Commitments 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 such Lender’s Commitments. For purposes of determining the Applicable Commitment Fee Rate, the Commitments of a Lender shall be deemed to be utilized to the extent of the outstanding Loans and LC
Exposure of such Lender. 
 “Applicable Dollar Percentage” means, with respect to any Dollar Lender, the percentage of the
total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most recently in
effect, giving effect to any assignments. 
 “Applicable Margin” means a per annum rate determined on a daily basis equal
to (i) in the case of Eurocurrency Loans, 3.00% and (ii) in the case of ABR Loans, 2.00%. 

  
 3 













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

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such
Lender’s Commitments. If the Commitments have terminated or expired in full, 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, (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities,
(c) in the case of any foreign Portfolio Investment, any foreign broker-dealer of internationally recognized standing or an Affiliate thereof, in the case of each of clauses (a), (b) and (c) above, as set forth on
Schedule 1.01(a) or (d) any other bank or broker-dealer acceptable to the Administrative Agent in its reasonable determination. 

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

“Approved Third-Party Appraiser” means any Independent nationally recognized third-party appraisal firm engaged by the
Borrower, at its own expense, as part of its valuation procedures or any other third-party appraisal firm selected by the Borrower and reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, it is understood and agreed that
each of Houlihan Lokey, Duff & Phelps, LLC, Murray, Devine and Company, Lincoln Partners Advisors LLC, Valuation Research Corporation and their respective Affiliates that provide valuation services shall be deemed to be an “Approved
Third-Party Appraiser”. 
 “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 (which for the avoidance of doubt, shall include
Guarantees made by the Borrower or any of its Subsidiaries pursuant to Section 6.01(m)) 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,
in each case as in effect on the Third Restatement Effective Date but excluding the effects of Release No. 33837/April 8, 2020). For clarity, the calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive order issued by
the Securities and Exchange Commission 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 at such time shall be treated as a Senior Security of the Borrower for the purposes of calculating the Asset Coverage Ratio with respect to the Borrower. 

  
 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 Structured Subsidiary pursuant to the terms of Section 6.03(e) 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, 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). 

“AUD” and “A$” refers to the lawful currency of The Commonwealth of Australia. 

“AUD Rate” means for any Loans in AUD, (a) the AUD Screen Rate plus (b) 0.20%. 

“AUD Screen Rate” means, with respect to any Interest Period, the average bid reference rate administered by the Australian
Financial Markets Association (or any other Person that takes over the administration of such rate) for AUD bills of exchange with a tenor equal in length to such Interest Period as displayed on page BBSY of the Reuters screen (or, in the event such
rate does not appear on such Reuters page, on any successor or substitute on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent
from time to time in its reasonable discretion) on or about 11:00 a.m. (Sydney, Australia time) on the first day of such Interest Period. If the AUD Screen Rate shall be less than 0.50%, the AUD Screen Rate shall be deemed to be 0.50% for purposes
of this Agreement. 
 “Availability Period” means the period from and including the Third Restatement 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 Resolution Authority in respect of any liability of an Affected Financial Institution. 

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

  
 5 













 “Benchmark Replacement” means the sum of: (a) the alternate benchmark
rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities that are comparable to this
Agreement and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement so determined would be less than 0.50%, the Benchmark Replacement will be deemed to be 0.50% for the purposes of this Agreement. 

“Benchmark Replacement Adjustment” means, with respect to any replacement of the LIBO Rate with an Unadjusted Benchmark
Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the
Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark
Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate
with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities that are comparable to this Agreement at such time. 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest and other administrative matters)
that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement). 

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate: 

(a) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO Rate permanently or indefinitely ceases to provide the LIBO Rate; or 

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

  
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 “Benchmark Transition Event” means the occurrence of one or more of the
following events with respect to the LIBO Rate: 
 (1) a public statement or publication of information by or on behalf of the administrator
of the LIBO Rate announcing that such administrator has ceased or will cease to provide the LIBO Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will
continue to provide the LIBO Rate; 
 (2) a public statement or publication of information by the regulatory supervisor for the administrator
of the LIBO Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with
similar insolvency or resolution authority over the administrator for the LIBO Rate, which states that the administrator of the LIBO Rate has ceased or will cease to provide the LIBO Rate permanently or indefinitely; provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Rate; or 
 (3) a public
statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate announcing that the LIBO Rate is no longer representative. 

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the
applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the
expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and
(b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such
notice by the Required Lenders) and the Lenders. 
 “Benchmark Unavailability Period” means, if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such
Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with Section 2.12(b) and (y) ending at the time that a Benchmark Replacement has
replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.12(b). 
 “Beneficial Ownership Certification”
means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230. 
 “Board” means the Board of Governors of the Federal Reserve System
of the United States. 
 “Board of Directors” means, with respect to any person, (a) in the case of any corporation,
the board of directors of such person, (b) in the case of any limited liability company, the 

  
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board of managers of such person, or if there is none, the Board of Directors of the managing member of such Person, (c) in the case of any partnership, the Board of Directors of the general
partner of such person and (d) in any other case, the functional equivalent of the foregoing. 
 “Borrower” has the
meaning assigned to such term in the preamble to this Agreement. 
 “Borrower External Unquoted 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 or (b) all Eurocurrency Loans of the same Class denominated in the same Currency that have the same Interest Period. 

“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 or such other form as is reasonably acceptable to the Administrative Agent 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) when used in connection with a Eurocurrency Loan for a LIBOR Quoted Currency or in Euros, the term “Business Day” shall also exclude any day on which banks are not open for
dealings in deposits in such LIBOR Quoted Currency or in Euros; and in addition, with respect to any date for the payment or purchase of, or the fixing of an interest rate in relation to, any Non-LIBOR Quoted
Currency, the term “Business Day” shall also exclude any day on which banks are not open for general business in the Principal Financial Center of the country of such Non-LIBOR Quoted Currency and,
if the Borrowings or LC Disbursements which are the subject of such a borrowing, drawing, payment, reimbursement or rate selection are denominated in Euros, the term “Business Day” shall also exclude any day on which the TARGET2 payment
system is not open for the settlement of payment in Euros. 
 “C&K Equity Interests” means Capital Stock of C&K
Market, Inc. owned by the Borrower and its Subsidiaries as of the Third Restatement Effective Date. 
 “CAM Exchange” means
the exchange of the Lenders’ interests provided for in Article VII. 

  
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 “CAM Exchange Date” means the first date on which there shall occur
(a) any 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. 

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the
rate equal to the PRIMCAN index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN index is not published by Bloomberg, any other information service that publishes such index from
time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the CDOR Rate for one month, plus 1% per annum. Any change in the Canadian Prime Rate due to a change in the PRIMCAN index or the CDOR Rate shall be
effective from and including the effective date of such change in the PRIMCAN Index or the CDOR Rate, respectively. 
 “Capital
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Cash” means any immediately available funds in Dollars or in any currency other than Dollars (measured in terms of the
Dollar Equivalent thereof) which is a freely convertible currency. 
 “Cash Collateralize” means, with respect to a Letter
of Credit, the pledge and deposit of immediately available funds (or, if the Issuing Bank shall agree in its sole discretion, other credit support) in the Currency of the Letter of Credit under which such LC Exposure arises into a cash collateral
account (the “Letter of Credit Collateral Account”) maintained with (or on behalf of) the Administrative Agent in an amount equal to one hundred and two percent (102%) of the face amount of such Letter of Credit (or such other
amount as may be specified in any applicable provision hereof) as collateral pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank. “Cash Collateral” shall have a meaning
correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash
Equivalents” means investments (other than Cash) that are one or more of the following obligations: 

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

(b)    investments in commercial paper or short term corporate obligations maturing within 180 days from
the date of acquisition thereof and having, at the date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; 

  
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 (c)    investments in certificates of deposit,
banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof (i) issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State thereof, or under the laws of Canada or any province thereof or, if consented to by the Administrative Agent in its sole discretion, the jurisdiction or any constituent
jurisdiction thereof of any other 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; 
 (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; 
 (e)    certificates of deposit or
bankers’ acceptances with a maturity of ninety (90) days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $1,000,000,000; and

 (f)    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 (e) 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 or an
Agreed Foreign Currency. 
 “CDOR Rate” means, on any day and for any period, an annual rate of interest equal to the
average rate applicable to Canadian Dollar bankers’ acceptances for the applicable period that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or
screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:15 a.m. Toronto time on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (the “CDOR
Screen Rate”); provided that if such CDOR Rate shall be less than 0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement. 

“CDOR Screen Rate” has the meaning assigned to such term in the definition of the term “CDOR Rate”. 

  
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 “CFC” means an entity that is a “controlled foreign corporation”
of any Obligor within the meaning of Section 957 of the Code, but only to the extent the Obligor or a subsidiary thereof is a “United States Shareholder” (within the meaning of Section 951(b) of the Code) of such entity. 

“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 First
Eagle. 
 “Change in Law” means (a) the adoption of any law, rule or regulation or treaty after the Third Restatement
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 Third Restatement 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 Third Restatement 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. 

“CIBOR Rate” means, in the case of any Eurocurrency Borrowing denominated in DKK, with respect to any Interest Period, a rate
per annum equal to the Copenhagen Interbank Offered Rate administered by the Finance Denmark (or any other person that takes over administration of that rate) for deposits in DKK with a term equivalent to such Interest Period as displayed on such
screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “CIBOR Screen
Rate”) as of 11:00 a.m. Copenhagen, Denmark time two Business Days prior to the commencement of such Interest Period. If the CIBOR Rate shall be less than 0.50%, the CIBOR Rate shall be deemed to be 0.50% for purposes of this agreement.

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

  
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 “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). 

“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). 

“Covered Debt Amount” means, on any date, the sum of (w) all of the Revolving Credit Exposures of all Lenders on such
date plus (x) 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, plus (y) the aggregate amount of Guarantees of the Borrower pursuant to Section 6.01(m) outstanding on such date, minus (z) LC Exposure that has been Cash Collateralized or
otherwise been backstopped in a manner reasonably satisfactory to the Administrative Agent. 
 “Covered Taxes” means Taxes,
other than Excluded Taxes and Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document. 

“Currency” means Dollars or any Foreign Currency. 

“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 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 acceptable to the Collateral Agent. 

  
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 “Danish Krone” or “DKK” is the lawful currency of Denmark.

 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means 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 Business Days of the date required to be funded by it hereunder, unless, in the case of any Loans, such
Lender notifies the Administrative Agent in writing that 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 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 reasonable 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 or public statement) cannot be satisfied), (c) failed, within three Business Days after request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower 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 and the Borrower), (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 Business Days of the date when due, unless the subject of a good faith dispute, or (e) other than
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, (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 (x) an Undisclosed Administration or (y) 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, so long as such Undisclosed Administration or ownership 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. 

  
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 “Departing Lenders” has the meaning assigned to such term in the preamble
to this Agreement. 
 “Designated Obligations” means all obligations of the Borrower with respect to (a) principal of
and interest on the Loans and (b) accrued and unpaid fees under the Loan Documents. 
 “Direct Competitor” means any
Person designated by the Borrower to the Administrative Agent that is a business development company and is a “direct competitor” of the Borrower, and is specified on a list, which shall not include more than twenty (20) such Persons,
on file with the Administrative Agent on the Third Restatement Effective Date, which such list may be updated (but in no event will include more than twenty (20) Persons) from time to time when no Event of Default is in existence by the
Borrower with the consent of the Administrative Agent (not to be unreasonably withheld), and which list shall be made available by the Administrative Agent to the Lenders upon request. 

“Disqualified Equity Interests” means stock of the Borrower that after its issuance is subject to any agreement between the
holder of such stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate such stock, other than (x) as a result of a Change of Control, or (y) in connection with any purchase,
redemption, retirement, acquisition, cancellation or termination with, or in exchange for, shares of stock. 
 “Dollar
Commitments” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Loans denominated in Dollars, 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 Third Restatement Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as
applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Third Restatement Effective Date is $45,000,000. 

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

  
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 “Dollar Loan” means a Loan denominated in Dollars made pursuant to the
Dollar Commitment. 
 “Dollars” or “$” refers to lawful money of the United States of America. 

“Early Opt-in Election” means the occurrence of: 

(1) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a
copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities that are comparable to this Agreement being executed at such time, or that include language similar to that contained in
Section 2.12(b) are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and 

(2) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such
election to the Administrative Agent. 
 “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 clause (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. 

“Eligible Liens” means, any right of offset, banker’s lien, security interest or other like right 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 (other than Cash Collateral) 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 

  
 15 













 
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 any Obligor free and clear of all Liens (other than Eligible 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), provided that no such Investment shall be included as an Eligible Portfolio Investment to the extent it has not been paid for in full. 

“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 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 of the Code. 

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan, the failure to satisfy the minimum funding standard (as defined
in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan (other than 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; (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 Plan or Multiemployer Plan; (g) the occurrence of any nonexempt prohibited transaction within the meaning
of Section 4975 of the Code or Section 406 of ERISA which could result in liability to an 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 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 

  
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ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA. 
 “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. 

“EURIBOR Screen Rate” means, for any Interest Period, in the case of any Eurocurrency Borrowing denominated in Euros, the
European Interbank Offered Rate administered by the European Money Markets Institute (or any other entity which takes over the administration of that rate, or any such benchmark that would replace such rate) for the relevant period and displayed on
Page EURIBOR01 of the Reuters Screen or, in the event that such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that
publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “EURIBOR Screen Rate”); provided that, if the EURIBOR Screen Rate so determined would be less than
0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement. 
 “Euro” refers to the lawful money of the
Participating Member States. 
 “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such
Loan is, 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 Subsidiary” means (x) First Eagle Alternative Capital Agent, Inc., so long
as such entity constitutes an Agent Subsidiary and (y) any Subsidiary that is (i) a CFC, (ii) a Transparent Subsidiary, (iii) an Immaterial Subsidiary, or (iv) a Financing Subsidiary. 

“Excluded Taxes” means, with respect to the Administrative Agent, the Issuing Bank, any Lender, or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or 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 become a party to any Loan Document), (b) any branch profits taxes or backup withholding taxes imposed by the United States of
America or any tax similar to a branch profits tax imposed by any other jurisdiction in which the Borrower is located, (c) (other than to the extent such withholding would not have been imposed but for the occurrence of a CAM Exchange) 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 such Lender at the time such Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with 

  
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Section 2.15(e), except to the extent, other than in a case of failure to comply with Section 2.15(e), 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) and (d) any Taxes imposed under FATCA. 

“Existing Continuing Lenders” has the meaning assigned to such term in the preamble to this Agreement. 

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

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

“Existing Letters of Credit” means those letters of credit or bank guarantees issued and outstanding as of the Third
Restatement Effective Date and set forth on Schedule 1.01(c), each of which shall be deemed to constitute a Letter of Credit issued hereunder. 

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

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

“External Unquoted Value” means (i) with respect to Borrower Tested Assets, the Borrower External Unquoted Value and
(ii) with respect to IVP Tested Assets, the IVP External Unquoted Value. 
 “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, 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 actually incurred by any Obligor directly incidental
to such Cash receipts and paid in cash to a Person that is not an Affiliate of any Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), 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; minus (d) 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 clauses (i), (ii) and (iii) of Section 6.05(b) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year
(or any calendar year, as relevant) is increased as a result of such Extraordinary Receipt; provided, however, that 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 (provided 

  
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that any amounts not so used within 90 days shall constitute Extraordinary Receipts) (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 or 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. 

“FATCA” means sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and 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. 

“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, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing
selected by it. 
 “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New
York at http://www.newyorkfed.org, or any successor source. 
 “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 Eagle” means First Eagle Holdings, Inc., a Delaware corporation, or an Affiliate thereof. 

“First Eagle OEMG” means First Eagle OEMG Investor, Inc., a Delaware corporation. 

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

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

  
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 “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). 

“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 Third Amended and Restated Guarantee, Pledge
and Security Agreement, dated as of the Second Restatement Effective Date (as the same shall be amended, restated, modified and supplemented from time to time), among the Borrower, the Subsidiary Guarantors, the Revolving Administrative Agent, 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. 

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the
Guarantee and Security Agreement (or such other form as is reasonably acceptable to the Collateral Agent) 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 Collateral Agent shall request consistent with the requirements of Section 5.08 or to which the Collateral Agent shall otherwise consent). 

“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. 

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

“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) 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) the net amount such Person would be obligated for under any Hedging Agreement if such Hedging
Agreement was terminated at the time of determination, (j) Disqualified Equity Interests 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 

  
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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 (w) 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, (x) 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 Investments, (y) any accrued incentive, management or other fees to an investment
manager or its affiliates (regardless of any deferral in payment thereof), or (z) non-recourse liabilities for participations sold by any Person in any Bank Loan. 

“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
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, Alvarez & Marsal, Lincoln Partners Advisors LLC, Houlihan Lokey, Valuation Research Corporation and their respective Affiliates that provide valuation services, 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 (a) any of the 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, and (b) up to three
additional industry group classifications established by the Borrower pursuant to Section 5.12(a). 
 “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, two, three or six months thereafter or, with respect to such portion
of any Eurocurrency Loan or Borrowing denominated in a Foreign Currency that is scheduled to be repaid on the 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 

  
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Interest Period shall end on the next preceding Business Day, and (b) any Interest Period (other than an Interest Period pertaining to a Eurocurrency Borrowing denominated in a Foreign
Currency 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. 
 “Internal Value” has the meaning set forth in Section 5.12(b)(ii). 

“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. 
 “Investment Advisor” means First Eagle Alternative
Credit, LLC, a Delaware limited liability company, or an Affiliate thereof. 
 “Investment Advisor Departure Event” means
any of the following events: 
 (a)    the Investment Advisor shall cease to be the investment adviser of the Borrower;
or 
 (b)    at any time prior to February 3, 2023, (i) fewer than two of Christopher J. Flynn, James Fellows,
Terrence W. Olson, Michelle Handy and any other Person reasonably acceptable to the Administrative Agent and (ii) neither Christopher J. Flynn nor James Fellows, are actively engaged in the day to day operations of the Investment Advisor
relating to the Borrower. 
 “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 policies delivered on the
Third Restatement Effective Date pursuant to Section 4.01(c) and as the same may be amended from time to time by a Permitted Policy Amendment. 

“Issuing Bank” means ING, 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 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).


  
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 “IVP Tested Assets” has the meaning assigned to such term in
Section 5.12(b)(ii). 
 “Largest Industry Classification Group” means, as of any date of determination, the single
Industry Classification Group to which a greater portion of the Borrowing Base has been assigned pursuant to Section 5.12(a) than any other single Industry Classification Group. 

“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. Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or a document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at
such time. 
 “Lenders” means the Persons listed on Schedule 1.01(b) as having 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 Commitment or to acquire Revolving Credit Exposure, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. 
 “Letter of Credit” means any letter of credit issued pursuant to this Agreement. Each
Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder for all purposes of the Loan Documents. 

“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 Rate” means, with respect to (A) any Eurocurrency Borrowing in any LIBOR Quoted Currency for any applicable
Interest Period, the LIBOR Screen Rate as of the Specified Time on the Quotation Day for such LIBOR Quoted Currency and Interest Period and (B) any Eurocurrency Borrowing denominated in Euros for any applicable Interest Period, the EURIBOR
Screen Rate as of the Specified Time on the Quotation Day for such Interest Period and (C) any Eurocurrency Borrowing in any Non-LIBOR Quoted Currency (other than Euros) and for any applicable Interest
Period, the applicable Local Rate as of the Specified Time and on the Quotation Day for such Non-LIBOR Quoted Currency and Interest Period. If the applicable Screen Rate shall not be available for such
Interest Period at the applicable time (the “Impacted Interest Period”), then the LIBO Rate for such Interest Period for such Eurocurrency Borrowing shall be the Interpolated Rate at such time, subject to
Section 2.12; 

  
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provided, that if the applicable Screen Rate shall not be available with respect to any Eurocurrency Borrowing for any other reason, then the rate determined in accordance with
Section 2.12 shall be the LIBO Rate for such Eurocurrency Borrowing; provided, further that, if the LIBO Rate shall be less than 0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement.

 “LIBOR Quoted Currency” means Dollars, Pounds Sterling and any other Agreed Foreign Currency, other than Euros, Canadian
Dollars, AUD and Danish Krone, in each case, so long as there is a published LIBOR Screen Rate with respect thereto. 
 “LIBOR
Screen Rate” means, for any Interest Period, in the case of any Eurocurrency Borrowing denominated in a LIBOR Quoted Currency, the London interbank offered rate administered by the ICE Benchmark Administration (or any other Person that
takes over the administration of such rate) for such LIBOR Quoted Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters Screen or, in the event such rate does not appear on either of
such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time
in its reasonable discretion; provided that, if the LIBOR Screen Rate so determined would be less than 0.50%, such rate shall be deemed to be 0.50% for purposes of this Agreement. 

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities (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). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and
(ii) such Investment is Transferable. 
 “Loan Documents” means, collectively, this Agreement, the Letter of Credit
Documents, any promissory notes delivered pursuant to Section 2.08(f) and the Security Documents. 
 “Loans” means the
loans made by the Lenders to the Borrower pursuant to this Agreement. 
 “Local Rate” means (i) for Loans or Letters
of Credit in AUD, the AUD Rate, (ii) for Loans or Letters of Credit in Canadian Dollars, the CDOR Rate and (iii) for Loans or Letters of Credit in Danish Krone, the CIBOR Rate. 

  
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 “Local Screen Rate” means the AUD Screen Rate, the CDOR Screen Rate and the
CIBOR Screen Rate, collectively and individually as the context may require. 
 “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. 

“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. 

“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of Credit and Hedging Agreements), of any
one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $15,000,000 and (b) obligations in respect of one or more Hedging Agreements or other swap or derivative transactions (including any Total Return Swap)
under which the maximum aggregate amount (after giving effect to any legally enforceable netting agreements) that the Borrower and the Subsidiaries would be required to pay if such Hedging Agreement(s) or other such swap or derivative
transactions (including any Total Return Swap) were terminated at such time would exceed $15,000,000. 
 “Maturity Date”
means the date that is the one year anniversary of the Revolver Termination Date. 
 “Moody’s” means Moody’s
Investors Service, Inc. or any successor thereto. 
 “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 Third
Restatement Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’
Multicurrency Commitments as of the Third Restatement Effective Date is $55,000,000. 
 “Multicurrency Lender” means the
Persons listed on Schedule 1.01(b) as having Multicurrency Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Multicurrency Commitment or to acquire
Revolving Multicurrency Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

  
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 “Multicurrency Loan” means a Loan denominated in Dollars or an Agreed
Foreign Currency made pursuant to the Multicurrency Commitment.  

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA that is contributed to by
(or to which there is an obligation to contribute of) the Borrower or an ERISA Affiliate. 
 “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 actually incurred by any Obligor directly incidental to such Asset Sale and paid in cash to a Person that is
not an Affiliate of any Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses minus (c) all taxes paid or reasonably estimated to be
payable by any Obligor as a result of such Asset Sale (after taking into account any available tax credits or deductions), minus (d) 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 clauses (i), (ii) and (iii) of Section 6.05(b) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar year, as
relevant) is increased as a result of such Asset Sale and minus (e) in the case of an Asset Sale consisting of a Portfolio Investment that is Capital Stock, 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) for purposes of this clause (e), such reserved amount shall not be included in the Borrowing Base and
(ii) if the amount of any estimated reserves pursuant to this clause (e) 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), minus (f) payments of unassumed liabilities relating to the assets sold or otherwise disposed of at the time,
or within 30 days after, the date of such Asset Sale. 
 “Non-Consenting Lender”
has the meaning assigned to such term in Section 9.02(d). 
 “Non-LIBOR Quoted
Currency” means any Euros, Canadian Dollars, AUD and Danish Krone. 
 “Non-Pledged
Financing Subsidiary” means, with respect to any Financing Subsidiary, the Equity Interest of such Financing Subsidiary is not subject to a first priority perfected security interest in favor of the Collateral Agent securing the Secured
Obligations under and as defined in the Guarantee and Security Agreement. 
 “Obligors” means, collectively, the Borrower
and the Subsidiary Guarantors. 
 “Obligors’ Net Worth” means, at any date, the Stockholders’ Equity at such
date, exclusive of the net asset value held by any Obligor in any non-Obligor Subsidiary. 

  
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 “Original Effective Date” means March 11, 2011. 

“Other Connection Taxes” means, with respect to any recipient, 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, (iii) any Specified Notes from and after the date that is 9 months prior to the scheduled maturity date of such Specified Notes and (iv) the net amount that any Obligor is obligated to pay under any Hedging Agreement the
obligations of which are secured under the Security Documents as a result of the termination of such Hedging Agreement at any time of determination. 

“Other Permitted Indebtedness” means (a) accrued expenses and current trade accounts payable incurred in the ordinary
course of any Obligor’s business that are overdue for a period of more than 90 days and which are not being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in
connection with transactions in the ordinary course of any Obligor’s business in connection with its purchasing of securities, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted
under the Investment Company Act and the Borrower’ s Investment Policies (and otherwise permitted under this Agreement), provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than
Cash Equivalents and U.S. Government Securities, (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event
of Default under clause (k) of Article VII, (d) Indebtedness incurred in the ordinary course of business to finance equipment and fixtures; provided that such Indebtedness does not exceed $5,000,000 in the aggregate at any time
outstanding; and (e) other Indebtedness not to exceed $2,500,000 in the aggregate. 
 “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 a request by the Borrower under Section 2.18(b)). 

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

“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. 

  
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 “Permitted Foreign Jurisdiction” has the meaning assigned to such term in
Section 5.13. 
 “Permitted Foreign Jurisdiction Issuer” shall mean any Person (i) organized
under the laws of a Permitted Foreign Jurisdiction, (ii) domiciled in a Permitted Foreign Jurisdiction or (iii) with principal operations or any other material property or other material assets pledged as collateral and located in a
Permitted Foreign Jurisdiction. 
 “Permitted Liens” means (a) Liens imposed by any Governmental Authority for taxes,
assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or any other Obligor 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
pursuant to clause (d) of the definition of “Other Permitted Indebtedness” 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 

  
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of business; (l) Eligible Liens; (m) 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); and (n) precautionary liens, and filings of financing statements under the Uniform Commercial Code, covering
assets sold or contributed to any person not prohibited 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) not materially adverse to the Lenders in the reasonable discretion of the Administrative Agent. 
 “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). 
 “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” as defined in Section 3(2) of ERISA (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. 

“Plan Assets” means “plan assets” within the meaning of ERISA and the rules and regulations promulgated thereunder.

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

“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 Prime Rate
(currently defined as the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s thirty (30) largest banks), 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. 

  
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 “PTE” means a prohibited transaction class exemption issued by the U.S.
Department of Labor, as any such exemption may be amended from time to time. 
 “Public Health Event” means (i) any
epidemic, pandemic, disease outbreak (including COVID-19), other health crisis and/or public health event and/or (ii) any adverse economic, financial and/or social conditions resulting from, arising out
of or relating to the foregoing clause (i). 
 “PwC” means PricewaterhouseCoopers LLP. 

“Quarterly Dates” means the last Business Day of March, June, September and December in each year, commencing on
December 31, 2020. 
 “Quotation Day” means, with respect to any Eurocurrency Borrowing for any Interest Period,
(i) if the Currency is Canadian Dollars, AUD or Pounds Sterling, the first day of such Interest Period, (ii) if the Currency is Euro, two TARGET Days before the first day of such Interest Period and (iii) for any other Currency, two
Business Days prior to the first day of such Interest Period, unless, in each case, market practice differs in the relevant market where the LIBO Rate for such Currency is to be determined, in which case the Quotation Day will be determined by the
Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day shall be the last of those days). 

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

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

“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. 

“Relevant Governmental Body” means (a) the central bank for the currency in which the LIBO Rate is denominated or any
central bank or other supervisor which is responsible for supervising either the LIBO Rate or the administrator of the LIBO Rate or (b) any working group or committee officially endorsed or convened by (i) the central bank for the currency
in which the LIBO Rate is denominated, (ii) any central bank or other supervisor which is responsible for supervising either the LIBO Rate or the administrator of the LIBO Rate, (iii) a group of those central banks or other supervisors or
(iv) the Financial Stability Board or any part thereof. 
 “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; provided, that, (a) if there are
only three (3) Lenders at such time, “Required Lenders” shall mean Lenders having Revolving Credit Exposures and unused Commitments representing more than 67% of the sum of the total Revolving Credit Exposures and unused
Commitments at such time and (b) if there are only two (2) Lenders at such time, “Required Lenders” shall mean all Lenders. Solely for purposes of Sections 2.09(b) 

  
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and 2.12(a)(ii), 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% (or, if there are only three (3) Lenders of such Class at such time, 67% and, if there are only two (2) Lenders of such Class at such time, all such Lenders) of the sum of the total
Revolving Credit Exposures and unused Commitments of such Class at such time. 
 “Required Payment Amount” has the
meaning set forth in Section 6.05(b). 
 “Resolution Authority” means an EEA Resolution Authority or, with respect to
any UK Financial Institution, a UK Resolution Authority. 
 “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. 

“Revolver Termination Date” means the date that is the three year anniversary of the Third Restatement 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 (including, for the avoidance of doubt, the Loans and LC
Exposure surviving after the Revolver Termination Date). 
 “Revolving Dollar Credit Exposure” means, with respect to any
Lender at any time, the sum of the outstanding principal amount of such Lender’s Dollar Loans at such time. 
 “Revolving
Multicurrency Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Multicurrency Loans at such time and such Lender’s LC Exposure. 

“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 

  
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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 as a result of such distribution) 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 actually incurred by any Obligor
directly incidental to such Cash receipts and paid in cash to a Person that is not an Affiliate of an Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and
expenses, (ii) any amounts necessary to meet tax obligations from associated gain and (iii) 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 clauses (i), (ii) and (iii) of Section 6.05(b) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar year, as relevant) is increased as a result of
such Return of Capital. 
 “RIC” means a Person qualifying for treatment as a “regulated investment company”
under the Code. 
 “S&P” means S&P Global Ratings, a division of S&P Global, Inc., a New York corporation,
or any successor thereto. 
 “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
Section 6.03(e) 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, other than Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness; 

(b)    other than pursuant to a Permitted SBIC Guarantee or as permitted under Section 6.03(h), 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; and 

  
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 (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. 
 “Screen Rate” means the LIBOR Screen Rate, the EURIBOR Screen Rate and the Local Screen Rates collectively
and individually as the context may require. 
 “SEC” means the United States Securities and Exchange Commission or any
Governmental Authority succeeding to any or all of the functions thereof. 
 “Second Restatement Effective Date” means
December 15, 2017. 
 “Secured Longer-Term Indebtedness” means, as at any date, Indebtedness for borrowed money of the
Borrower (other than Indebtedness hereunder) (which may be Guaranteed by Subsidiary Guarantors) that; 
 (a)    has no
amortization (other than amortization in an amount not greater than 1.00% of the aggregate initial principal amount of such Indebtedness per annum) or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier
than, six months after the Maturity Date; 
 (b)    is incurred pursuant to documentation containing (i) financial
covenants, covenants governing the borrowing base, if any, covenants regarding 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, this Agreement will be deemed
automatically amended (and, upon the request of the Administrative Agent or the Required Lenders, the Borrower and the Administrative Agent shall promptly enter into a written amendment evidencing such amendment (which amendment shall be binding on
all Lenders)), mutatis mutandis, solely to the extent necessary to make such covenants more restrictive as may be necessary to meet the requirements in this clause (b) and (ii) other terms (other than interest and any commitment or
related fees) 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; 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 

  
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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. 
 “Security Documents” means, collectively, the Guarantee and Security Agreement, the Custodian Agreement, all
Uniform Commercial Code financing statements filed with respect to the security interests in personal property created pursuant to the Guarantee and Security Agreement, and all other assignments, pledge agreements, security agreements, control
agreements and other instruments executed and delivered 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. 
 “Senior Coverage Ratio” means the ratio of (A) the aggregate fair
value (with regard to Eligible Portfolio Investments, the Value as determined in accordance with Section 5.12(b)(ii)) of the Collateral of the Obligors (excluding Collateral that represents Equity Interests in Financing Subsidiaries and joint
ventures) to (B) the Covered Debt Amount. 
 “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). 
 “Significant
Unsecured Indebtedness Event” means that the aggregate principal amount of Unsecured Longer-Term Indebtedness plus the aggregate principal amount of Unsecured Shorter-Term Indebtedness plus the aggregate amount of Other
Permitted Indebtedness exceeds, at the time of determination, the sum of (A) the excess of the Borrowing Base over the Covered Debt Amount plus (B) 30% of the excess of Stockholders’ Equity over Obligors’ Net Worth. 

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank
of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website. 

“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 Third Restatement Effective Date and reflected in any projections delivered to the Lenders or with respect to any transaction contemplated or undertaken after the Third Restatement 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). 

  
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 “Specified Notes” means the 2022 Notes and the 2023 Notes. 

“Specified Time” means (i) in relation to a Loan in Canadian Dollars, as of 10:00 a.m., Toronto, Ontario time,
(ii) in relation to a Loan in a LIBOR Quoted Currency, as of 11:00 a.m., London time, (iii) in relation to a Loan in Euros, 11:00 a.m., Brussels time, (iv) in relation to a Loan in AUD, as of 11:00 a.m., Sydney, Australia and
(v) in relation to a Loan in Danish Krone, 11:00 a.m., Copenhagen, Denmark time. 
 “Special Equity Interest” means
any Equity Interest (other than the C&K Equity Interests) that is subject to a Lien in favor of creditors of the issuer or such 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. 
 “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, accounts receivable securitizations or securitizations of financial assets (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). 
 “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. 

  
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 “Structured Subsidiaries” means (a) a direct or indirect Subsidiary of
the Borrower, which is formed in connection with, and which continues to exist for the sole purpose of, such Subsidiary obtaining and maintaining third-party financing from an unaffiliated third party (including prior to the Third Restatement
Effective Date), and which engages in no material activities other than activities in connection with the purchase and/or 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: 
 (i)    no portion of the Indebtedness or any other obligations (contingent or
otherwise) of such Subsidiary (x) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (y) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization
Undertakings or (z) 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 Section 6.03(e)), directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof; 

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

(iii)    no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity
to achieve certain levels of operating results; and 
 (iv)    definitive documentation relating to a third party
financing provided to such subsidiary by an unaffiliated third party (x) remains in full force and effect at all times and (y) does not permit such subsidiary to become an Obligor hereunder. 

(b)    any passive holding company that is designated by the Borrower (as provided below) as a Structured Subsidiary, so
long as: 
 (i)    such passive holding company is the direct parent of a Structured Subsidiary referred to in clause
(a); 
 (ii)    such passive holding company engages in no activities and has no assets (other than in connection with
the transfer of assets to and from a Structured Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests of a Structured Subsidiary referred to in clause (a)) or liabilities; 

(iii)    all of the Equity Interests of such passive holding company are owned directly by an Obligor and are pledged as
Collateral for the Obligations and the Collateral Agent has a first-priority perfected Lien (subject to no other Liens other than Eligible Liens) on such Equity Interests; 

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

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

  
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 Any such designation of a Structured Subsidiary by the Borrower shall be effected pursuant to a certificate
of a Financial Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such Financial Officer’s knowledge, such designation complied 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. 

“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 (a) no Excluded Subsidiary shall be required to be a Subsidiary Guarantor as long as it remains an Excluded Subsidiary as defined and described herein and (b) First Eagle OEMG shall not be
required to be a Subsidiary Guarantor, for so long as (i) First Eagle OEMG does not have any material assets other than its direct or indirect (through one or more entities) interest in OEM Group, LLC and/or any of its Affiliates or successors,
(ii) First Eagle OEMG does not engage in any business or business activity other than any business or business activity conducted by First Eagle OEMG on the Second Restatement Effective Date and any business or business activities incidental or
related thereto, or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto and (iii) the aggregate amount of new Investments made in First
Eagle OEMG after the Second Restatement Effective Date does not exceed $10,000,000 (excluding, for purposes of calculating the foregoing basket, any Investment in First Eagle OEMG that is converted, exchanged, sold, assigned, transferred or conveyed
for another Investment in First Eagle OEMG after the Second Restatement Effective Date). 
 “Taxes” means any and all
present or future taxes levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 
 “Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. 

“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),
all Letters of Credit have (w) expired, (x) been terminated, (y) been Cash Collateralized or (z) otherwise been backstopped in a manner acceptable to the Issuing Bank and the Administrative Agent in their sole discretion and, in each
case, all LC Disbursements then outstanding have been reimbursed. 

  
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 “Third Restatement Effective Date” means October 16, 2020. 

“Total Return Swap” means any total return swap entered into by a Financing Subsidiary. 

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and other Loan Documents, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 
 “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. 
 “Type”, when used in reference to any Loan or
Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 
 “UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. 

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

“Undisclosed Administration” means, in relation to a Lender 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). 

  
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 “Unsecured Longer-Term Indebtedness” means any Indebtedness for borrowed
money of the Borrower 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 expenses or fractional shares (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)), 

(b)    is incurred pursuant to terms that are substantially comparable to (or more favorable to the Borrower than) market
terms for substantially similar debt of other similarly situated borrowers (or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good
faith on an arm’s-length basis) in the Borrower’s reasonable judgment (in each case other than financial covenants and events of default (other than events of default customary in indentures or
similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be no more restrictive upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set forth in this
Agreement; provided that, upon the Borrower’s written request, this Agreement will be deemed automatically amended (and, upon the request from the Administrative Agent or the Required Lenders, the Borrower and the Administrative Agent shall
promptly enter into a written amendment evidencing such amendment (which shall be binding upon all Lenders)), mutatis mutandis, solely to the extent necessary to make such covenants more restrictive to meet the requirements in this clause (b)
(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, each of the Specified Notes shall continue to be deemed Unsecured Longer-Term Indebtedness in all respects
despite the fact that the maturity date of the Specified Notes is prior to the date that is six months after the Maturity Date, so long as each of the Specified Notes continues to comply with all other requirements of this definition, until the date
that is 9 months prior to the scheduled maturity of any Specified Notes; provided that, from and after the date that is 9 months prior to the scheduled maturity of any Specified Notes, such Specified Notes shall be reclassified as Unsecured
Shorter-Term Indebtedness; provided further that such reclassification shall not be considered an “incurrence” for purposes of clauses (w) through (z) of Section 6.01(b). 

  
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 “Unsecured Shorter-Term Indebtedness” means, collectively, (a) any
Indebtedness of the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) for borrowed money that is not secured by any assets of any Person and that does not constitute Unsecured Longer-Term Indebtedness (including any Specified
Notes from and after the date that is 9 months prior to the scheduled maturity of such Specified Notes) and (b) any Indebtedness of the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) for borrowed money 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). 

“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. 
 “USA PATRIOT Act” has the meaning assigned to such term in Section 3.19. 

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

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

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

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

  
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 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 “Multicurrency Loan”), by Type (e.g., an “ABR Loan”) or by Class and Type (e.g., a “Multicurrency LIBOR
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Dollar Borrowing” or “Multicurrency Borrowing”), by Type (e.g., an “ABR Borrowing”), or by Class and Type (e.g., a
“Multicurrency LIBOR 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. Solely for purposes of this Agreement, any references to
“obligations” owed by any Person under any Hedging Agreement shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement were terminated at such time (after giving effect to any netting agreement).

 SECTION 1.04.    Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, 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 Third Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose) regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then Borrower, Administrative Agent and the Lenders agree to enter into
negotiations in good faith in order to amend such provisions of this 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 (or until such notice shall have been withdrawn), 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 

  
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conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standard Codification 825. For the avoidance of doubt, leases shall continue to be classified
and accounted for on a basis consistent with GAAP as in effect prior to December 15, 2018 for all purposes of this Agreement, notwithstanding any change in GAAP related hereto. 

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 Third Restatement
Effective Date. 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 or Letter of Credit under the Multicurrency Commitments, together with
all other Borrowings and Letters of Credit under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate
unutilized amount of the Multicurrency Commitments, (iii) the Revolving Multicurrency Credit Exposure or the Revolving Credit Exposure, (iv) the LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value or
the fair market value of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value or the fair market value of any Portfolio Investment that is
denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of the date of such Borrowing or
Letter of Credit (determined in accordance with the last sentence of the definition of the term “Interest Period”) or the date of valuation of such Portfolio Investment, as the case may be; 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. Wherever in this Agreement in connection with a Borrowing, Loan or Letter of
Credit an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit 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), 5.08(c)(ii), 6.01(e), 6.03(g) or 6.04(j) 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 change in exchange rates. 

SECTION 1.06.    Special Provisions Relating to Euro. If at any time after the Third Restatement Effective
Date the Euro becomes an Agreed Foreign Currency then, from and after such date, 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 Third Restatement
Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if
and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National
Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that
becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the 

  
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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. 

SECTION 1.07.    Public Health Events. Notwithstanding any other provision contained herein, unless otherwise
agreed to by the Required Lenders in their sole discretion, all terms of an accounting or financial nature used herein and all calculations of any financial or other covenants (including with respect to the Asset Coverage Ratio hereunder) and all
covenants limiting or prohibiting transactions not permitted by law, in each case as it relates to the Obligors, shall be determined, construed and/or calculated, in each case, without giving effect to any temporary or permanent amendments,
supplements, waivers, other modifications and/or other forms of relief since December 31, 2019 of the Financial Accounting Standards Board (FASB), the Governmental Accounting Standards Board and/or any Governmental Authority (including Release
No. 33837 and other rules, regulations and orders issued by the SEC) that arose as a result of any Public Health Event. 

ARTICLE II 
 THE
CREDITS 
 SECTION 2.01.    The Commitments. Subject to the terms and conditions set forth herein, 

(a)    each Dollar Lender severally agrees to make 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)    each Multicurrency Lender severally 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 of 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 

  
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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 ABR Loan shall be
denominated in Dollars. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (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). 

(c)    Minimum Amounts. Each Eurocurrency Borrowing shall be in an aggregate principal amount of $1,000,000 or a
larger multiple of $100,000, and each ABR Borrowing shall be in an aggregate principal amount of $1,000,000 or a larger multiple of $100,000; provided that an ABR Borrowing of a Class may be in an aggregate amount that is equal to the
entire unused balance of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(f). Borrowings of more than one Class, Currency or
Type may be outstanding at the same time. 
 (d)    Limitations on Interest Periods. Notwithstanding any other
provision of this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue as a Eurocurrency Borrowing) any Borrowing if the Interest Period requested therefor would end after the Maturity Date. 

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

(f)    Third Restatement Effective Date Adjustments. 

(i)    On the Third Restatement Effective Date, Borrower shall (A) prepay the Existing Loans (if
any) in full, (B) simultaneously borrow new Loans hereunder in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect
to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Existing Continuing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Existing Continuing Lender will be
subsequently borrowed from such Existing Continuing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the 

  
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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(b)) and (C) pay to the Existing Lenders the amounts, if any, payable under Section 2.15 of the Existing Credit Agreement as a result of any such prepayment. Each of the Existing Continuing Lenders agrees to waive payment of the
amounts, if any, payable under Section 2.13 as a result of, and solely in connection with, any such prepayment, and hereby consents to the non-pro rata payment described in this Section 2.02(f)(i).

 (ii)    On the Third Restatement Effective Date, the Borrower shall prepay to the Departing Lenders
such Departing Lenders’ pro rata portion of the Existing Loans, including (i) all accrued but unpaid commitment fees relating to such Existing Loans as of such date and (ii) all accrued but unpaid interest relating to such
Existing Loans as of such date (in each case, calculated at the rate set forth in the Existing Credit Agreement). Each of the Departing Lenders agrees to waive payment of the amounts, if any, payable under Section 2.13 of the Existing Credit
Agreement as a result of, and solely in connection with, such prepayment. Upon the receipt of such prepayment, each Departing Lender shall cease to be a “Lender” under the Existing Credit Agreement, but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 9.03 of the Existing Credit Agreement with respect to facts and circumstances occurring prior to the Third Restatement Effective Date. Each Lender hereby consents to the
non-pro rata payment described in this Section 2.02(f)(ii). 

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

(b)    Content of Borrowing Requests. Each telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02: 
 (i)    whether such Borrowing is to be made under
the Dollar Commitments or the Multicurrency Commitments; 
 (ii)    the aggregate amount and Currency of
the requested Borrowing; 
 (iii)    the date of such Borrowing, which shall be a Business Day; 

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

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

(vi)    the location and number of the Borrower’s account to which funds are to be disbursed. 

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

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

SECTION 2.04.    Letters of Credit. 

(a)    General. Subject to the terms and conditions set forth herein, in addition to the Loans provided 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. 

(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


  
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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 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 all Multicurrency Lenders following the issuance of any Letter of Credit. If requested by the Issuing Bank, the
Borrower shall also 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 the 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 $20,000,000, (ii) the total Multicurrency Credit
Exposures shall not exceed the aggregate Multicurrency Commitment 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 (pursuant to customary “evergreen” provisions) 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) Cash Collateralizes such Letter of Credit on or prior to the date that is two (2) Business Days prior to the Revolver Termination Date (by reference to the undrawn face amount of such Letter of Credit) that will 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 expiration 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 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 

  
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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. 

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 paragraph (f), 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 12:00
p.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 a Eurocurrency Borrowing having an Interest Period of one month’s duration of either Class in an equivalent amount and, to the extent so financed, the
Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Eurocurrency Borrowing having an Interest Period of one month’s duration. 

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. 

(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 

  
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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. 

None of the Administrative Agent, the Lenders, the Issuing Bank, or any of their respective 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 or by
electronic communication) 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 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 Eurocurrency Loans having an Interest Period of one month’s duration; 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 2.09(b), Section 2.17(c)(ii) or the last paragraph of Article VII, the Borrower shall immediately Cash Collateralize such LC Exposure. Such
Cash Collateral shall be held by the Administrative Agent in the first instance as collateral for LC Exposure under this Agreement and thereafter for the payment of the “Secured Obligations” 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 Issuing Bank and the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in
the Uniform Commercial Code) or other property held therein. 
 (l)    Existing Letters of Credit. The parties
hereto acknowledge and agree that all Existing Letters of Credit are deemed to be issued under this Agreement by the Issuing Bank at the 

  
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request of the Borrower and shall constitute Letters of Credit hereunder for all purposes, no notice of issuance thereunder shall be required hereunder and, for the avoidance of doubt, no fee
shall be owed, due or paid to the Issuing Bank on the Third Restatement Effective Date as an issuance fee. Each reference herein to the issuance of a Letter of Credit shall include any such deemed issuance. 

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., New York 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 an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that 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 may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the
date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate and (ii) in the case of the Borrower, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to
fulfill its commitments hereunder, and 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, 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 to a Borrowing of 

  
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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. 

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

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

(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 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 and (ii) any Eurocurrency Borrowing denominated in a
Foreign Currency shall not have an Interest Period of more than one month’s duration. 

  
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 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 of such Class outstanding after giving effect to each payment of principal and each expiration or termination of a Letter
of Credit hereunder; provided that, for clarity, except as expressly provided for herein (including, without limitation, Section 2.04(e)) 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 outstanding amounts 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 without premium or penalty 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 larger multiple of $1,000,000 in
excess thereof (or, in each case, a lesser amount if the Commitments are being reduced to zero) 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 Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.
Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination or reduction of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other events, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 

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

(e)    [Intentionally Omitted]. 

(f)    Increase of the Commitments. 

(i)    Requests for Increase by Borrower. The Borrower may, at any time, 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 

  
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Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and
the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery
of such notice and 30 days prior to the 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 $5,000,000 or a larger multiple of $1,000,000 in excess thereof (or such smaller increments as may be agreed by the Administrative Agent, in its sole
discretion), 
 (B)    immediately after giving effect to such Commitment Increase, the total Commitments
of all of the Lenders hereunder as of the Commitment Increase Date shall not exceed the lesser of $200,000,000 and the Obligors’ Net Worth; 

(C)    each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Bank (which
consent shall not be unreasonably withheld); 
 (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 made by the Borrower and/or its Subsidiaries, as applicable, 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. The Assuming Lender, if any, shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of the respective Class of any Increasing Lender and such Assuming Lender shall be
increased as of such Commitment Increase Date; provided that: 
 (x)    the Administrative Agent
shall have received on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer of the
Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has been satisfied; and 

(y)    each Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or
prior to 11:00 a.m., New York City time on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement, in form and substance reasonably satisfactory to the Borrower and
the Administrative Agent, pursuant to which such Lender shall, 

  
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effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming Lender or Increasing
Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent. 
 Promptly following satisfaction of such conditions,
the Administrative Agent shall notify the Lenders of such Class (including any Assuming Lenders) thereof and of the occurrence of the Commitment Increase Date by facsimile transmission or electronic messaging system. 

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

(iv)    Adjustments of Borrowings upon Effectiveness of Increase. On the Commitment Increase Date,
the Borrower shall (A) prepay the outstanding Loans (if any) of 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. 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. Concurrently therewith, the Lenders with Multicurrency Commitments 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 Multicurrency Commitments as so increased. Immediately prior to the effectiveness of the new Commitments on the Commitment Increase Date, the Administrative Agent shall amend Schedule 1.01(b) to reflect the aggregate amount of each
Lender’s Dollar Commitments and Multicurrency Commitments (including Increasing Lenders and Assuming Lenders). Each reference to Schedule 1.01(b) in this Agreement shall be to Schedule 1.01(b) as amended pursuant to this Section. 

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 on the Maturity Date. 

(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 

  
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paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic communication) 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 or prepay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the
Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of such Class and, second, to other Borrowings of such Class in
the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Loans 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. 
 (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. 

(f)    Promissory Notes. Any Lender may request that Loans of any Class made by it be evidenced by a
promissory note; in such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in substantially
the form attached hereto as Exhibit C or such other form as shall be reasonably satisfactory to the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its 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
Section 2.09(f)) to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.14), subject to the requirements of this Section. Each prepayment in part under this Section 2.09 shall be in a minimum
amount of $1,000,000 or a larger multiple of $100,000 (or, in each case, such lesser amount as is then outstanding). 

  
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 (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 or LC Exposure 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 or LC Exposure, determined as of such Quarterly Date or, in the
case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day
after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof. 

(ii)    Prepayment. If on the date of such determination the aggregate Revolving Multicurrency
Credit Exposure minus the Cash Collateralized LC Exposure exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall prepay the Multicurrency Loans (and/or Cash Collateralize LC Exposure as
contemplated by Section 2.04(k)) within ten (10) Business Days following the date the Borrower receives notice from the Administrative Agent of such determination in such amounts as shall be necessary so that after giving effect thereto
the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments. 
 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 made pursuant to this paragraph shall be applied first, to the Multicurrency Loans outstanding and second, as cover for LC Exposure. 

(c)    Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving
Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.09(f)) Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) 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 at any time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall (subject to Section 2.09(f)) either prepay
(x) the Loans (and/or Cash Collateralize 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 (and Letters of Credit) 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


  
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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 (and/or cash collateralization) or reduction shall not be required to be
effected immediately but may be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations 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 VIII. 

(d)    Mandatory Prepayments due to Certain Events Following Availability Period. Subject to Sections 2.09(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 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 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
Extraordinary Receipts received by the Obligors at any time after the Availability Period exceeds $5,000,000, the Borrower shall, no later than the third Business Day following the receipt of such excess Extraordinary Receipts, prepay the Loans in
an amount equal to such excess Extraordinary Receipts (and the Commitments shall be permanently reduced by such amount). 

(iii)    Returns of Capital. In the event that any Obligor shall receive any 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 Return of Capital, prepay the Loans in an amount equal to 90% of such Return of Capital (and the Commitments shall be
permanently reduced by such amount); provided, that if the Loans to be prepaid 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 90% of such Return of Capital, no later than the third Business Day following the receipt of such Return of Capital, into a segregated collateral account in the name and under the
dominion and control of the Administrative Agent pending application of such amount to the prepayment of the Loans (and permanent reduction of the Commitments) on the last day of such Interest Period. 

(iv)    Equity Issuances. In the event that the Borrower shall receive any Cash proceeds from the
issuance of Equity Interests of the Borrower (other than up to $2,000,000 of proceeds from issuance(s) of Equity Interests to managers, partners, members, directors, 

  
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officers, employees or consultants of the Investment Advisor) 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 in an amount equal to fifty percent (50%) 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, without limitation, reasonable legal fees and expenses (and the Commitments shall be permanently reduced by such amount). 

(v)    Indebtedness. In the event that any Obligor shall receive any Cash proceeds from the issuance
of Indebtedness (excluding Hedging Agreements permitted by Section 6.01 and other Indebtedness permitted by Section 6.01(f), (g), or (l)) 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 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). 

Notwithstanding the foregoing, and subject to clause (e) below, if, in connection with any of the events specified in this
Section 2.09(d), the Borrower receives any proceeds or Return of Capital in an Agreed Foreign Currency, the Borrower shall be permitted to pay just the then outstanding Loans denominated in such Agreed Foreign Currency (applied ratably among
just the Multicurrency Lenders); provided that any such proceeds or Return of Capital remaining after the Loans denominated in such Agreed Foreign Currency have been paid in full shall be converted to Dollars and paid ratably among the Dollar
Lenders and the Multicurrency Lenders in accordance with clause (f) below. 
 (e)    Revolver Termination
Date. Not later than the third Business Day following the end of the Availability Period, the Borrower shall use the excess of (A) cash and cash equivalents of the Borrower and its Subsidiaries over the sum of (B) (i) the amount of the
Borrower’s existing commitments (which include unfunded delayed draw and revolver commitments) to make Portfolio Investments as of such date, (ii) the amount of the Borrower’s existing obligations or the amount of cash the Borrower
intends to use to make distributions and dividends at such time, but in an aggregate amount not to exceed the net investment income of the Borrower for the immediately preceding fiscal quarter that has not been previously distributed and (iii)
$7,500,000 to prepay the Loans. 
 (f)    Mandatory Prepayment of Eurocurrency Loans. If the Loans to be prepaid
pursuant to Sections 2.09(d)(i), (ii), (iii), (iv) or (v) 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 such Net Asset Sale Proceeds, Extraordinary Receipts, Returns of Capital, Cash proceeds from the issuance of Equity Interests and Cash proceeds from the issuance of Indebtedness, no later than the third Business
Day following the receipt of such Net Asset Sale Proceeds, Extraordinary Receipts, Returns of Capital, Cash proceeds from the issuance of Equity Interests and Cash proceeds from the issuance of Indebtedness, 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. 

  
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 (g)    Notices, Etc. The Borrower shall notify the Administrative
Agent by telephone (confirmed by telecopy or electronic communication) 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 Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing denominated in Foreign Currency under Section 2.09(a), not later than 11:00 a.m., London time, four
Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing under Section 2.09(a), 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 or reduction of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of
termination or reduction 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 issuance of Equity
Interests or Indebtedness (as applicable) or (y) the receipt of net cash proceeds from Extraordinary Receipts or Returns 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) 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. In the event the Borrower is required to make any concurrent prepayments under both paragraph (b) and also another paragraph of this Section 2.09,
any such prepayments shall be applied toward a prepayment pursuant to paragraph (b) before any prepayment pursuant to any other paragraph of this Section 2.09. 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). 
 (h)    Payments Following
Availability Period or During an Event of Default. Notwithstanding any provision to the contrary in Section 2.08 or this Section 2.09, following the end of the Availability Period: 

(i)    No optional prepayment of the Loans made of any Class shall be permitted unless at such time,
the Borrower also prepays its Loans of the other Class or, in the case of a prepayment of Dollar Loans and to the extent no Multicurrency Loans are outstanding, provides Cash Collateral as contemplated by Section 2.04(k) for the
outstanding Letters of Credit, 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 Credit Exposure; 

(ii)    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 between the Dollar Lenders 

  
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and the Multicurrency Lenders based on the then outstanding principal amounts of Loans denominated in Dollars; provided, that, 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 (it being the understanding that any receipt of proceeds in an Agreed Foreign Currency
shall first be used to make a payment on account of the Loans denominated in such Agreed Foreign Currency)) shall be applied ratably among just the Multicurrency Lenders to prepay the Loans denominated in such Agreed Foreign Currency and, if after
such payment, if applicable, or otherwise, the balance of the Loans denominated in such Agreed Foreign Currency remaining is zero, then, if there are any remaining proceeds, the Borrower shall prepay (in Dollars) the remaining Loans on a pro rata
basis (based on the aggregate outstanding Dollar Equivalent principal amount of such Loans) between each outstanding Class of Loans; and 

(iii)    Notwithstanding any other provision to the contrary in this Agreement, if an Event of Default has
occurred and is continuing, then any payment or repayment of the Loans shall be made and applied ratably (based on the aggregate Dollar Equivalents of the outstanding principal amounts of such Loans) between Dollar Loans, Multicurrency Loans and
Letters of Credit. 
 SECTION 2.10.    Fees. 

(a)    Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the unused amount of the Commitment of such Lender, if any, on each day during the period from and including the Third Restatement Effective Date to the earlier of the date
the Commitments terminate and the Revolver Termination Date. Accrued commitment fees shall be payable within one Business Day after each Quarterly Date and on the earlier of the date the Commitments of the respective Class terminate and the
Revolver Termination Date, commencing on the first such date to occur after the Third Restatement 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 of such Class and LC Exposure of
such Class of all Lenders. 
 (b)    Letter of Credit Fees. The Borrower agrees to pay (i) to the
Administrative Agent for the 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 Third Restatement 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 (0.50%) 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 after the Third
Restatement 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 

  
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Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the third Business Day
following such Quarterly Date, commencing on the first such date to occur after the Third Restatement Effective Date; provided that all such fees with respect to the Letters of Credit shall be payable on the earlier of the Revolver
Termination Date and the date on which all Multicurrency Commitments are otherwise terminated in accordance with the terms hereof (such earlier date, the “termination date”) and the Borrower shall pay any such fees that have accrued and
that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and
fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not
later than the date two Business Days after the date on which the last such Letter of Credit shall expire or be terminated to rebate the Borrower the excess, if any, of the aggregate participation and fronting 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 Business 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). 

(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)    Fees, Expenses and Interest. The Borrower shall have paid in full to the Administrative Agent and the
Lenders all fees, expenses and accrued but unpaid interest related to this Agreement owing on the Third Restatement Effective Date, including any commitment fee, Letter of Credit participation fee and up-front
fee due to any Lender on the Third Restatement 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 Third Restatement Effective Date). All fees
payable hereunder shall be paid on the dates due, in Dollars and in 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 facility fees and participation
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. 

  
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 (c)    Default Interest. Notwithstanding the foregoing,
(x) automatically, if any Event of Default under Sections 7.01(a), (b), (d) (solely with respect to a default under Section 6.07), (h), (i) or (j), has occurred and is continuing, or if the Covered Debt Amount exceeds the Borrowing Base
during the 5-Business Day period (or, if applicable, the 30-Business Day period) referred to in Section 2.09(c), and (y) upon the request of the Administrative
Agent or the Required Lenders, if any other Event of Default has occurred and is continuing, the interest applicable to Loans shall accrue, and any fee or other amount payable by the Borrower hereunder shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above, 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 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. 
 (e)    Computation. All interest hereunder shall be computed
on the basis of a year of 360 days, except that (i) Eurocurrency Borrowings in Canadian Dollars or AUD shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day) and (ii) 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
(or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent and such determination shall be conclusive absent manifest error. 

SECTION 2.12.    Eurocurrency Borrowing Provisions. 

(a)    Alternate Rate of Interest. Subject to clause (b) below, 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 Loans included in such Borrowing for such Interest Period; 

  
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 then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by
telephone 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 Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (unless
prepaid) shall be continued as, or converted to, an ABR Borrowing and, if the Affected Currency is a Foreign Currency, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time, (ii) if the Affected Currency
is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, any Borrowing Request that requests a
Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective. 
 (b)    Effect of Benchmark
Transition Event. 
 (i)    Benchmark Replacement. Notwithstanding anything to the contrary
herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to
replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the
Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.
Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such
Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this Section 2.12(b) will occur prior to the applicable Benchmark Transition Start Date. 

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

(iii)    Notices. The Administrative Agent will promptly notify the Borrower and the Lenders of
(i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation
of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made
by the Administrative Agent or Lenders pursuant to this Section 2.12(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of any event,
circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each
case, as expressly required pursuant to this Section 2.12(b). 

  
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 (iv)    Benchmark Unavailability Period. Upon the
Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the Administrative Agent may elect to (and, upon the written request of the Required Lenders, shall) convert any outstanding Loans in a Foreign
Currency to Dollars based on the Dollar Equivalent at such time and (B) the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, (i) in the case of any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made in Dollars, the Borrower will be deemed to have converted any such
request into a request for a Borrowing of or conversion to ABR Loans, (ii) in the case of any request for a Eurocurrency Borrowing of or conversion to Eurocurrency Loans to be made in any Foreign Currency, such request shall be deemed to be
ineffective and (iii) in the case of any request for a continuation of Eurocurrency Loans to be made in any Foreign Currency, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time. During any Benchmark
Unavailability Period, the component of the Alternate Base Rate based upon the LIBO Rate will not be used in any determination of the Alternate Base Rate. 

(c)    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 or any Non-LIBO Quoted Currency in the applicable 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 in the affected Currency or Currencies or, in the case of Eurocurrency Borrowings in Dollars, 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 the Administrative Agent 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 revokes such notice and advises 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 applicable 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
denominated in the affected Agreed Foreign Currency shall automatically convert to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (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, 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 

  
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not lawfully continue to maintain such Eurocurrency Borrowings (in which event the 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 Agent 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 to an ABR Borrowing 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; 

(ii)    subject any Lender to any Taxes (other than (A) Covered Taxes, (B) Taxes described in
clauses (c) or (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or 
 (iii)    impose on any Lender or Issuing Bank or the London interbank market any other
condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lenders of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such 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 Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or Issuing Bank for such additional
costs incurred or reduction suffered; provided that no Lender will claim the payment of any of the amounts referred to in this paragraph (a) if not generally claiming similar compensation from its other similar customers in similar
circumstances. 
 (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 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 

  
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Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such
Lender’s or 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, upon the request of such Lender or the Issuing Bank, 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 such Lender’s or the Issuing Bank’s 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; provided, however that no Lender shall be requested to disclose confidential or price
sensitive information or any other information, to the extent prohibited by law. 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 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 (excluding, in any event, loss of anticipated profits) shall be deemed to include an amount determined by such Lender to be equal to the excess, if
any, of: 
 (i)    the amount of interest that such Lender would pay for a deposit equal to the principal
amount of such Loan referred to in clauses (a), (b), (c) or (d) 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 Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on
such deposit were equal to the Adjusted LIBO Rate for such Currency for such Interest Period, over 

  
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 (ii)    the amount of interest that such Lender would
earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in such Currency from
other banks in the Eurocurrency market or, in the case of any Non-LIBOR Quoted Currency, in the relevant market for such Non-LIBOR Quoted Currency, in each case 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
five Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section accompanied by a 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 Covered Taxes; provided that if the Borrower shall be required to deduct any Covered Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 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 been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance
with applicable law. 
 (b)    Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c)    Indemnification by
the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and 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 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, by the Issuing Bank or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. 

(d)    Evidence of Payments. As soon as practicable after any payment of Covered Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental 

  
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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. 

(e)    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 this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. 

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. 
 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 requirement; 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, Internal Revenue Service 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 

  
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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 Internal Revenue Service 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. 
 In addition,
each Lender shall deliver such forms promptly upon the expiration or invalidity of any form previously delivered by such Lender, provided it is legally able to do so at the time. Each Lender shall promptly notify the Borrower and the
Administrative Agent at any time that it becomes aware that it no longer satisfies the legal requirements to provide any previously delivered form or certificate to the Borrower (or any other form of certification adopted by the U.S. or other taxing
authorities for such purpose). 
 (f)    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(f), “FATCA” shall
include any amendment made to FATCA after the date hereof. 
 (g)    Treatment of Certain Refunds. If the
Administrative Agent, any Lender or the 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 the Borrower or with respect to which the
Borrower 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 the Borrower under this
Section 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, any Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund 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 

  
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contrary in this paragraph (g), 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 (g) 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, the Issuing Bank or any Lender 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. 

(h)    Each of the Administrative Agent and each Lender represents that as of the Third Restatement 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 Section 7701(l) of the Code and the regulations thereunder (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 Borrower 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 the 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). 
 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, New York City 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 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. 

  
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 All amounts owing under this Agreement (including commitment fees, payments required under
Sections 2.13, and payments required under Section 2.16 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 or LC Disbursement of any Loan 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 or LC Disbursement 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. 

(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 then due to such parties, and (ii) second, to pay principal and unreimbursed LC Disbursements of such Class then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties. 

(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), subject to Section 2.03(e); (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 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 

  
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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 of a 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 of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the 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. 

(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 2.06(a) or (b) or 2.17(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for
account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 

  
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 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 unfunded portion of the Commitment of such 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); 
 (b)    the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in
determining whether all Lenders, two-thirds of the Lenders or the Required 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 all Lenders,
two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender as applicable, shall require the consent of such Defaulting Lender. 

(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 Lender’s 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 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 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 in effect immediately after giving effect to such reallocation; 

  
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 (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 

(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 Multicurrency 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 and the Borrower each agrees in writing that a Defaulting Lender that is a Dollar Lender has adequately remedied all matters that cause such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender
shall purchase at par such of the Loans made to the Borrower of the other Lenders as the Administrative Agent shall determine may be necessary in order for the Lenders to hold such Loans in accordance with their applicable Dollar Percentage in
effect immediately after giving effect to such agreement. In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees in writing that a Defaulting Lender that is a Multicurrency Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender then, on the date of such agreement the 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, the LC Exposure of the Multicurrency Lenders shall be readjusted to reflect the inclusion of such Lender’s Multicurrency Commitment and such Lender shall purchase at
par the portion 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 in effect immediately
after giving effect to such agreement. 
 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 (subject to overall policy 

  
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considerations of such Lender) 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 the Issuing Bank which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, 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 then due and payable) 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. 

(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 or the Issuing Bank 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.    Acknowledgment and Consent to Bail-In of Affected
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 Affected Financial
Institution arising under any Loan Document, to the extent such 

  
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liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; 

(b)    the effects of any Bail-in Action on any such liability, including, if
applicable: 
 (i)    a reduction in full or in part or cancellation of any such liability 

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to such liability under this Agreement or any other Loan Document; or 
 (iii)    the variations
of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable 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. There is no existing default under any charter, by-laws or other organizational documents of Borrower or its Subsidiaries or any event which, with the giving of
notice or passage of time or both, would constitute a default by any party thereunder other than such defaults, individually or collectively, as could not reasonably be expected to have 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 and the Board of Directors of the Borrower and its Subsidiaries have approved the transactions contemplated in this Agreement. 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). 

  
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 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. (i) The Borrower has heretofore delivered to the Lenders a final version, approved
by the Board of Directors of the Borrower, of the consolidated statement of assets and liabilities and the related consolidated statements of operations, changes in net assets and cash flows and related schedule of investments of the Borrower and
its Subsidiaries as of and for the fiscal year ended December 31, 2019 and as of and for the fiscal quarters ended March 31, 2020 and June 30, 2020. Such financial statements present fairly, in all material respects, the consolidated
financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes. As of the Third Restatement Effective Date, none of the Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for
taxes, material unusual forward or material long-term commitments or material unrealized or anticipated losses from any unfavorable commitments not reflected in the financial statements referred to above. 

(b)    The financial statements delivered after June 30, 2020 to the Administrative Agent and the Lenders by the
Borrower pursuant to Sections 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. As of the end of the period covered by the most
recent financial statements referred to in this clause (b), none of the Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for taxes, material unusual forward or material long-term commitments which are
not reflected in such financial statements. 
 (c)    No Material Adverse Effect. Since December 31, 2019,
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. 

  
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 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 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 such assessment. The period within which United States federal income Taxes may be assessed against any of the Borrower or any of its Subsidiaries has expired for all taxable years ending on or
before December 31, 2006. 
 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. The assets of the Borrower are not Plan Assets.

 SECTION 3.09.    Disclosure. 

(a)    All written reports, financial statements, certificates and other written information (other than financial
projections, pro forma 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 (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), 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 any material respect in light of the circumstances under which such
statements were made; and 

  
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 (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 projections, financial
information and other forward-looking information as they relate to future events are subject to significant uncertainty and contingencies (many of which are beyond the control of the Borrower and no assurance can be given that such projections will
be realized) and are therefore not to be viewed as fact, and (ii) actual results during the period or periods covered by such projections, financial information and other forward-looking information may materially differ from the projected
results set forth therein. 
 SECTION 3.10. Investment Company Act; Margin Regulations. 

(a)    Status as Business Development Company. The Borrower is an “investment company” that has elected to
be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC (and has qualified as a RIC at all times since April 21, 2010). 

(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, in each case, that are applicable to the Borrower and its Subsidiaries, 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. On the Third Restatement Effective Date, neither the Borrower nor any of its Subsidiaries own any Margin Stock. 

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 arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or
guarantee by, the Borrower or any of its Subsidiaries outstanding on the Third Restatement Effective Date (in each case, other than any Indebtedness hereunder or any other Loan Document and any such agreement), and, other than in the case of Hedging
Agreement Obligations, the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement, in each case on the Third Restatement Effective Date, is correctly described in
Schedule 3.11(a). 

  
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 (b)    Liens. Schedule 3.11(b) is a
complete and correct list of each Lien securing Indebtedness of any Person outstanding on the Third Restatement Effective Date (other than Indebtedness hereunder or any other Loan Document) covering any property of the Borrower or any of its
Subsidiaries, and, other than in the case of Hedging Agreement Obligations, the aggregate principal 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 Third
Restatement 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 Third Restatement 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 Third Restatement Effective Date, (x) the Borrower owns, free and clear of Liens (other than Liens permitted under Section 6.02(b) or (f)), 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 (to the
extent such concepts are applicable). 
 (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 Third Restatement 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 Third Restatement 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. 

(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 Third Restatement 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 an unconsolidated basis, and (b) each Subsidiary Guarantor will be Solvent on a consolidated basis with the other
Obligors. 

  
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 SECTION 3.15.    Affiliate Agreements. As of the Third
Restatement Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to the Administrative Agent for delivery to the Lenders true and complete copies of each of the Affiliate Agreements as in
effect on the Third Restatement Effective Date (including any schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Third Restatement Effective Date, (a) each of the Affiliate
Agreements is in full force and effect, (b) First Eagle Controls the Investment Advisor and (c) other than the Affiliate Agreements, there is no contract, agreement or understanding, in writing, between the Borrower or any of its
Subsidiaries, on the one hand, and any Affiliate of the Borrower, on the other hand. 

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.    Security Documents. The Guarantee and Security Agreement is effective to create in favor of
the Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Security Agreement), legal, valid and enforceable first priority Liens (subject to Eligible Liens) on, and security interests in, the Collateral and, when
(i) all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and, as applicable, (ii) upon the taking of possession or control by the Collateral Agent of the Collateral with respect
to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens
created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest cannot be perfected
under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. 

SECTION 3.18.    Compliance with Sanctions. Neither the Borrower nor any of its Subsidiaries, nor any
executive officer or director thereof, nor, to the knowledge of the Borrower, any Affiliate of the Borrower, (i) is subject to, or subject of, sanctions administered by 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 country, territory or region that is, or whose government is, the subject of Sanctions. Furthermore, no part of the proceeds of a Loan will be used, directly or indirectly, by the Borrower or any
Affiliate of the Borrower to finance or facilitate a transaction with a person the subject of Sanctions. 

  
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 SECTION 3.19.    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 and maintains in effect and enforces policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and, when acting on behalf of the Borrower and its Subsidiaries, their respective
directors, officers, employees and agents with applicable Sanctions. 
 SECTION 3.20.    Foreign Corrupt
Practices Act. Neither the Borrower nor any of its Subsidiaries and, to the Borrower’s knowledge, any director, officer, agent, employee, Affiliate or 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. 

SECTION 3.21.    Affected Financial Institutions. No Obligor is an Affected Financial Institution. 

SECTION 3.22.    Beneficial Ownership Certification. As of the Third Restatement Effective Date, the
information included in any Beneficial Ownership Certification provided on or prior to the Third Restatement Effective Date to any Lender in connection with this Agreement is true and correct in all respects. 

ARTICLE IV 

CONDITIONS 

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

(a)    Documents. Administrative Agent shall have received each of the following documents, each of which shall be
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 or electronic transmission of a signed signature page to this Agreement) that such party has signed a counterpart
of this Agreement. 

  
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 (ii)    [Reserved]. 

(iii)    Opinion of Counsel to the Borrower. A customary favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Third Restatement 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 Third Restatement
Effective Date, certified as of the Third Restatement 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
Third Restatement 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 Third Restatement Effective Date and
signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in Sections 4.02(a), (b) (immediately after giving effect to this Agreement), (c) and (d). 

(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 Obligors except for Liens permitted under
Section 6.02 or Liens to be discharged on or prior to the Third Restatement Effective Date pursuant to documentation reasonably 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) shall have been properly filed (or provided to the Administrative Agent) or executed and
delivered in each jurisdiction required. 

  
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 (c)    Investment Policies. The Administrative Agent shall have
received a copy of the Investment Policies as in effect on the Third Restatement Effective Date. 

(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, to the knowledge of the Borrower, 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 Third Restatement Effective Date, the Administrative Agent shall have received
a solvency certificate of a Financial Officer of the Borrower dated as of the Third Restatement 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 an unconsolidated basis, and (b) each Subsidiary Guarantor will be Solvent on a
consolidated basis with the other Obligors. 
 (g)    Fees and Expenses. The Borrower shall have paid in full to
the Administrative Agent and the Lenders all fees and expenses for which invoices have been presented related to this Agreement owing on the Third Restatement Effective Date, including any up-front fee due to
any Lender on the Third Restatement Effective Date. 
 (h)    Default. No Default or Event of Default shall have
occurred and be continuing under this Agreement or under any other Indebtedness in the aggregate principal amount in excess of $5,000,000, immediately after giving effect to the Transactions, any incurrence of Indebtedness hereunder and the use of
the proceeds hereof on a pro forma basis. 
 (i)    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. 

(j)    USA 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”, anti-corruption and anti-money laundering rules and regulations, including the USA PATRIOT ACT, as reasonably requested by the Administrative Agent
and each Lender. 
 (k)    Beneficial Ownership Regulation. To the extent the Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, at least one (1) day prior to the 

  
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Third Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least three days prior to the Third Restatement Effective Date, a Beneficial Ownership
Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. 

(l)    Borrowing Base Certificate. The Administrative Agent shall have received an updated Borrowing Base
Certificate in form and substance reasonably satisfactory to the Administrative Agent. 
 (m)    Other Documents.
The Administrative Agent shall have received such other documents as the Administrative Agent may reasonably request in form and substance reasonably 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. 

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 Third Restatement 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 the
date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date; 

(b)    at the time of and immediately after giving effect to such Loan or the date of issuance, amendment, renewal or
extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing; 
 (c)    either
(i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the
Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit
as well as any concurrent acquisitions of Portfolio Investments by the Borrower, cash collateralization of Letters of Credit as contemplated by Section 2.05(k), 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. 

  
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 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 (commencing with the fiscal year ending December 31, 2017), the audited consolidated statement of assets and liabilities and the related consolidated statements of operations, changes in net assets and cash flows and related schedule
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 PwC 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 by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year; 
 (b)    within 45 days after the end of each of
the first three fiscal quarters of each fiscal year of the Borrower, the consolidated statement of assets and liabilities and the related consolidated statements of operations, changes in net assets and cash flows and related schedule 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 by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with
the SEC on Form 10-Q for the applicable quarterly period; 
 (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 clauses (a) and (b) of this Section 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 

  
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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), (d), (e) and (m), 6.02(e), 6.04(j), 6.05(b) and (d), and 6.07 for the applicable period, (iv) stating
whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the Third Restatement 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 as determined by the Borrower 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
later of the Third Restatement Effective Date or the date of the last such list; 
 (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, a Borrowing Base Certificate as of the last day of
such accounting period, including an Excel schedule containing such additional information as shall have been mutually agreed with the Administrative Agent (for the avoidance of doubt, no Borrowing Base Certificate shall be required to be delivered
for the monthly accounting period ending September 30, 2020); 
 (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, a Borrowing Base Certificate as at the date such Financial Officer has knowledge of such Borrowing Base Deficiency
indicating the amount of the Borrowing Base Deficiency as at the date such Financial Officer obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than two 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); 

(g)    promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and
other materials sent to all stockholders and filed by the Borrower or any of its Subsidiaries with the SEC or with any national securities exchange, as the case may be; provided that the Borrower shall be deemed to have satisfied the
requirements of this Section 5.01(g) if the reports, proxy statements and other materials of the type otherwise so required are publicly available when required to be filed on EDGAR at the www.sec.gov website or any successor service provided
by the SEC; 

  
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 (h)    within 45 days after each Valuation Testing Date, all 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 the 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, along with 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; 

(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 Subsidiary) with respect to any custodian account owned by the Borrower
or any of its Subsidiaries; 
 (j)    within 45 days after the end of each fiscal quarter of the Borrower commencing
with the first fiscal quarter to end on or after the date on which the Borrower has any Financing Subsidiary and such Financing Subsidiary owns or holds a Portfolio Investment, 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 issuer of such Portfolio Investment; 
 (k)    to the extent such information is not otherwise available in
the financial statements delivered pursuant to clause (a) or (b) of this Section 5.01, upon the reasonable request of the Administrative Agent prior to the end of the applicable fiscal quarter or year, the Borrower shall deliver within 45
days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower and ninety (90) days after the end of each fiscal year of the Borrower, a schedule setting forth in reasonable detail with respect to
each Portfolio Investment where there has been a realized gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the realized gain or loss associated with such Portfolio
Investment, (iii) the associated reversal of any previously unrealized gains or losses associated with such Portfolio Investment, (iv) the proceeds received with respect to such Portfolio Investment representing repayments of principal
during the most recently ended fiscal quarter, and (v) any other amounts received with respect to such Portfolio Investment representing exit fees or prepayment penalties during the most recently ended fiscal quarter; 

(l)    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 any information required by bank
regulatory authorities under applicable “know your customer”, anti-corruption and anti-money laundering rules and regulations, including the USA PATRIOT ACT and the Beneficial Ownership Regulation, as reasonably requested by the
Administrative Agent and each Lender; and 

  
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 (m)    to the extent required by the Beneficial Ownership Regulation,
any change in the information provided in the Beneficial Ownership Certification delivered to a Lender that would result in a change to the list of beneficial owners identified in such certificate. 

SECTION 5.02.    Notices of Material Events. Upon an officer of the Borrower becoming aware of any of the
following, the Borrower will furnish to the Administrative Agent for distribution to 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 $2,500,000; 

(d)    the assets of the Borrower constitute Plan Assets; and 

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

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

SECTION 5.03.    Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries
(other than Immaterial Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of
the business of the Borrower and its Subsidiaries; 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. 

  
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 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 the business of the Borrower and its Subsidiaries in good working order and condition,
ordinary wear and tear excepted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited under Section 6.03, 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 during normal business hours, 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, in each case to the extent such information can be provided or discussed without violation of law, rule or regulation (it being understood that the Borrower and the Subsidiaries will use their
commercially reasonable efforts to be able to provide such information not in violation of law, rule or regulation); 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 or independent auditors; provided, further, that the Administrative Agent and the Lenders shall not conduct more than three such visits and inspections 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. 

(b)    Audit Rights. The Borrower will, and will cause each of its Subsidiaries (other than Financing 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 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, and provided further that in no event shall the Borrower be required to pay more than $100,000 in any calendar year for evaluations requested by the Administrative Agent pursuant to
this Section 5.06(b); 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 

  
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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 an Excluded Subsidiary), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than an Excluded Subsidiary), (2) any Excluded Subsidiary shall no longer constitute
an “Excluded Subsidiary” pursuant to the definition thereof (or the defined terms therein) (including, for the avoidance of doubt, if a Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated
third party), in which case such Subsidiary 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 Excluded Subsidiary no longer qualifying as such, cause such new Subsidiary or former Excluded 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. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Subsidiaries to become an Obligor by causing such Person to become a
Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no
longer be an Excluded Subsidiary). 
 (ii)    Without limiting the foregoing, 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 an “Structured Subsidiary” for any purpose of this Agreement or any other Loan Document. 

(iii)    Without limiting the foregoing, 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. 

  
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 (b)    Ownership of Subsidiaries. The Borrower will, and will
cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries (other than First Eagle OEMG, for so long as (i) First Eagle OEMG does not have any material assets other than
its direct or indirect (through one or more entities) interest in OEM Group, LLC and/or any of its Affiliates or successors, (ii) First Eagle OEMG does not engage in any business or business activity other than any business or business activity
conducted by First Eagle OEMG on the Second Restatement Effective Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar or complementary thereto or a reasonable extension,
development or expansion thereof or ancillary thereto and (iii) the aggregate amount of new Investments made in First Eagle OEMG after the Second Restatement Effective Date does not exceed $10,000,000 (excluding, for purposes of calculating the
foregoing basket, any Investment in First Eagle OEMG that is converted, exchanged, sold, assigned, transferred or conveyed for another Investment in First Eagle OEMG after the Second Restatement Effective Date)) is a wholly owned Subsidiary;
provided that the foregoing shall not prohibit any transaction permitted under Sections 6.03(a), (b), (c), (f) or (i), 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 such Obligor) 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; 

(ii)    commencing no later than the date on which the Borrower delivers its first Borrowing Request to the
Administrative Agent and at all times thereafter, 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, (E) checking accounts of the Obligors that do not contain, at any one time, an aggregate balance in excess of $1,000,000, provided that Borrower
will, and will cause each of its Subsidiary Guarantors to, use commercially reasonable efforts to obtain control agreements governing any such account in this clause (E), (F) any account in which the


  
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aggregate value of deposits therein, together with all other such accounts under this clause (F), does not at any time exceed $75,000, and (G) any account established to receive tax
distributions from any Portfolio Investment (provided that all funds deposited in such account are promptly remitted to pay taxes of such Obligor; provided, further that to the extent such account described under this clause
(G) ceases to be an Excluded Account as a result of such account receiving a distribution from a Portfolio Investment, the Borrower shall have 30 days from the date such account ceases to be an Excluded Account to either transfer the funds in
such account to an account subject to a Control Agreement or to obtain a Control Agreement with respect to such account); provided that in the case of each of the foregoing clauses (A) through (G) (collectively, the “Excluded
Accounts”), 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 (other than tax distributions) 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 “agent” for any other Bank Loans 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 (as defined in Section 5.13)
that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents and a Financing Subsidiary holds any interest in the loans or other extensions of credit under such loan documents,
(x) (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 such 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; 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


  
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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; 
 (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 single account other than the Agency Account); and (3) within four (4) Business Days 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 within such four-Business Day period 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 any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by the Custodian for all purposes hereunder, provided that,
when the Borrower has actual knowledge of any such destroyed or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts to obtain from the underlying borrower, and deliver to the Custodian, a
replacement instrument, promissory note, agreement, document or certificate. 
 SECTION 5.09.    Use of
Proceeds. The Borrower will use the proceeds of the Loans and the issuances of Letters of Credit only to pay fees and expenses in connection with this Agreement, in connection with permitted fundamental changes, and for other general corporate
purposes of the Borrower and its Subsidiaries (other than Financing Subsidiaries except as otherwise permitted hereunder) in the ordinary course of business, including making distributions not prohibited by this Agreement, making payments on
Indebtedness to the extent not prohibited by this Agreement, and the acquisition and funding (either directly or through one or more wholly-owned Subsidiary 

  
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Guarantors) of leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock, hedging agreements and other Investments (in each case to the
extent not prohibited 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. On the first day (if any) an Obligor acquires any Margin Stock 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. 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. For the avoidance of doubt, Letters of Credit may be issued to support obligations of any Portfolio Company; provided that the underlying obligations of such
Portfolio Company to the applicable Obligors in respect of such Letters of Credit shall not be included in the Borrowing Base. 

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. In the
absence of adequate correlation, the Borrower shall be permitted, upon notice to the Administrative Agent for distribution to each Lender to create up to three additional industry classification groups for purposes of this Agreement. 

(b)    Portfolio Valuation Etc. 

(i)    Settlement-Date Basis. For purposes of this Agreement and the other Loan Documents, 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), provided that no such investment shall be included as an Eligible
Portfolio Investment to the extent it has not been paid for in full. 

  
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 (ii)    Determination of Values. The Borrower
will conduct reviews of the value to be assigned to each of its Eligible Portfolio Investments included in the Borrowing Base 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”): 
 (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. 

(B)    Unquoted Investments External Review. With respect to Eligible Portfolio Investments for
which market quotations are not readily available (“Unquoted Investments”): 
 (x)    
Commencing on September 30th, 2014, and for each September 30th, December 31st, March 31st and June 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 a “Valuation 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
Valuation 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 Value”); provided that the fair value of such Portfolio Investments tested by the Independent Valuation Provider as of any Valuation Testing Date shall be approximately 25% (but in no event shall exceed 30%) of the
aggregate value of the Unquoted Investments in the Borrowing Base (the determination of fair value for such percentage thresholds 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 

  
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Unquoted Investments acquired during the calendar quarter, the value shall be as determined pursuant to clause (E)(IV)(z) below); provided, further that the Administrative Agent shall
provide written notice to the Borrower, setting forth a description of which Unquoted Investments shall be IVP Tested Assets as of such Valuation Testing Date, not later than June 15th, 2014 and
on each September 15th, December 15th, March 15th and June 15th thereafter (or such other dates as are reasonably agreed by the Borrower and the Administrative Agent), as applicable. The Administrative Agent shall, to the extent permitted under the terms of its
engagement with the Independent Valuation Provider, promptly provide to the Borrower copies of all reports prepared pursuant to this Section 5.12(b)(ii)(B) by the Independent Valuation Provider. For the avoidance of doubt, Unquoted Investments
that are part of the Collateral but which the Borrower has not expressly included in the Borrowing Base shall not be subject to testing. 

(y)    With respect to all Unquoted Investments that are not IVP Tested Assets as of such Valuation
Testing Date (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 each
Valuation Testing Date (such value, the “Borrower External Unquoted Value”), and to provide the Board of Directors with a written valuation report as part of that assistance each quarter; provided that the Borrower shall not
be required to obtain a Borrower External Unquoted Value with respect to any Portfolio Investment that is originated by the Borrower or any of its Affiliates and closes within fifteen (15) days prior to such Valuation Testing Date (any such
Portfolio Investment, a “Market Value Investment”). 
 (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 affect the value of
any Eligible Portfolio Investment (each such value, an “Internal Value”). 

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

(E)    Value of Unquoted Investments. Subject to clauses (G) and (H) of this
Section 5.12(b)(ii), 
 (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 below the range of the External Unquoted 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; 

  
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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 above the range of the Borrower External Unquoted 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 midpoint of the range of the Borrower External Unquoted Value and (ii) the par or face value of such Unquoted
Investment; and, 
 (III) 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 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 midpoint of the range of the IVP External Unquoted Value and (ii) the par or face value of such Unquoted Investment; and 

(IV) 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 the Borrower External Unquoted Value, or within or not more than 5% above the midpoint of the range of the IVP External Unquoted 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; 
 except that: 

(x)    if the difference between the highest and lowest Borrower External Unquoted Value in such range
exceeds an amount equal to 6% of the midpoint of such range, the “Value” of such Unquoted Investment shall instead be deemed to be the lowest of (i) the lowest Borrower External Unquoted Value in such range, (ii) the Internal
Value determined pursuant to Section 5.12(b)(ii)(C), and (iii) the par or face value of such Unquoted Investment; 

(y)    [Intentionally Omitted]; and 

(z)    if an Unquoted Investment is either (1) a Market Value Investment or (2) acquired during
a fiscal quarter, 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) (if
required), (y) the cost of such Unquoted Investment until such time as the External Unquoted Value of such Unquoted Investment is determined in accordance with Section 5.12(b)(ii)(B) as at the Valuation Testing Date, and (z) the
par or face value of such Unquoted Investment. 

  
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 (F)    Actions Upon a Borrowing Base Deficiency.
If, based upon such weekly internal review, the Borrower determines that a Borrowing Base Deficiency exists, 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 (if any) (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)), all
as more specifically set forth in Section 2.10(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, solely for purposes of determining the Borrowing Base, shall be deemed to be zero. If the Administrative Agent shall fail to determine the value of any
Eligible Portfolio Investment as at any date pursuant to clause (B)(x), then the “Value” of such Eligible Portfolio Investment as at such date shall be the lower of (x) the Internal Value and (y) the par or face value of such
Unquoted Investment; provided, however, that if a Borrower External Unquoted Value has been obtained with respect to such asset for the quarterly period immediately preceding the current quarterly testing period, then the
“Value” of such Eligible Portfolio Investment will be determined as provided in clause (E) above. 

(iii)    Supplemental Testing of Values; Valuation Dispute Resolutions 

Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required Lenders, shall at any
time have the right to request any Unquoted Investment (other than IVP Tested Assets as of the most recent Valuation Testing Date) included in the Borrowing Base with a value determined pursuant to Section 5.12(b)(ii) to be independently
tested by an Independent Valuation Provider. 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


  
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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). 
 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 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). 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 Borrowers obligation to reimburse valuation costs incurred by the Administrative Agent under Section 5.12(b)(iii) shall under no circumstances be 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. 
 (E)    The Administrative
Agent shall provide a copy of the final results of any valuation received by the Administrative Agent and performed by the Independent Valuation Provider or the 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. 

  
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 (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, expressed as a fraction;
provided that: 
 (a)    the Advance Rate applicable to the aggregate Value of all Eligible
Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuers; 

(b)    the Advance Rate applicable to that portion of all Eligible Portfolio Investments in a single issuer
that exceeds (x) at any time the Asset Coverage Ratio is equal to or greater than 1.75 to 1.00, 10% of the Obligors’ Net Worth and (y) at any time the Asset Coverage Ratio is less than 1.75 to 1.00, 7.5% of the Obligors’ Net
Worth, shall in each case be 0%; 
 (c)    the portion of the Borrowing Base attributable to Eligible
Portfolio Investments that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25% of the Borrowing Base; provided that,
solely for purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Covenant-Lite Loans shall not exceed 5% of the Borrowing Base; 

(d)    the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash,
Cash Equivalents or Performing First Lien Bank Loans shall not exceed (x) at any time the Asset Coverage Ratio is equal to or greater than 1.75 to 1.00 and the Borrowing Base is equal to or greater than 150% of the Covered Debt Amount, 35% of
the Borrowing Base and (y) at any time the Asset Coverage Ratio is less than 1.75 to 1.00 or the Borrowing Base is less than 150% of the Covered Debt Amount, 25% of the Borrowing Base; 

(e)    no portion of the Borrowing Base shall be attributable to any (x) Equity Interests (other than
Preferred Stock and C&K Equity Interests), (y) warrants, options or other rights for the purchase or acquisition of Equity Interests or (z) securities convertible into or exchangeable for shares of Equity Interests; 

  
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 (f)    the portion of the Borrowing Base attributable to
Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed (x) at any time the Asset Coverage Ratio is equal to or greater than 1.75 to 1.00, 25% of the Borrowing Base and (y) at any time the Asset
Coverage Ratio is less than 1.75 to 1.00, 20% of the Borrowing Base; 
 (g)    the portion of the
Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base; 

(h)    (x) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy
Industry Classification Group shall not exceed 7.5% of the Borrowing Base, and (y) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Retail Industry Classification Group shall not exceed 7.5% of the
Borrowing Base; 
 (i)    the portion of the Borrowing Base attributable to Eligible Portfolio
Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of the Borrowing Base; provided, that LTV Transactions may be excluded from such
calculations; 
 (j)    the weighted average maturity of all Debt Eligible Portfolio Investments (based
on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); 

(k)    the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a
maturity greater than 7 years shall not exceed 15% of the Borrowing Base; 
 (l)    the portion of the
Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; 

(m)    the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) shall not be less
than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate or any comparable or
successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); 

(n)    the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less
than 4.5% (subject to all other constraints, limitations and restrictions set forth herein); 

(o)    the Weighted Average Recurring Revenue Ratio shall not exceed 2.40 to 1.00 (subject to all other
constraints, limitations and restrictions set forth herein); 
 (p)    the portion of the Borrowing Base
attributable to Eligible Portfolio Investments that are Affiliate Investments shall not exceed 10% of the Borrowing Base; 

(q)    the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are ABL
Transactions that would otherwise be Defaulted Obligations but for the operation of clause (d)(ii)(y) of the definition of “Defaulted Obligations” shall not exceed 5% of the Borrowing Base; 

  
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 (r)    the Weighted Average Leverage Ratio shall not be
greater than (x) at any time up to and including September 30, 2021, 5.00 to 1.00 and (y) at any time thereafter, 4.75:1.00 (in each case subject to all other constraints, limitations and restrictions set forth herein);
provided, further that LTV Transactions shall be excluded from such calculations; and 

(s)    the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall
not exceed 25% of the Borrowing Base. 
 For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio Investments that
are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor), (ii) 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 Portfolio Investments, or portions of such, to be so removed to effect such reduction and (iii) for purposes of
calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the following terms have the
following meanings: 
 “Advance Rate” means, as to any Eligible Portfolio Investment and subject to adjustment as provided
above in Sections 5.13(a) through (s), 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	 	 	 	85	% 
	 Performing First Lien Bank Loans
	  	 	65	% 	 	 	75	% 
	 Performing Last Out Loans
	  	 	55	% 	 	 	65	% 
	 Performing Second Lien Bank Loans
	  	 	50	% 	 	 	60	% 
	 Performing High Yield Securities and Performing Covenant-Lite Loans
	  	 	45	% 	 	 	55	% 
	 Performing Mezzanine Investments
	  	 	40	% 	 	 	50	% 
	 Performing PIK Obligations and Performing DIP Loans
	  	 	35	% 	 	 	40	% 
	 Performing C&K Equity Interests
	  	 	25	% 	 	 	25	% 
	 Performing Common Equity (other than C&K Equity Interests)
	  	 	0	% 	 	 	0	% 

 Notwithstanding the foregoing, 

(x)    at any time the Asset Coverage Ratio is less than 1.75 to 1.00, the Advance Rate applied to Performing Last Out
Loans, Performing Second Lien Bank Loans, Performing High Yield Securities, Performing Covenant-Lite Loans, Performing Mezzanine Investments, Performing PIK Obligations, Performing DIP Loans and Performing C&K Equity Interests shall be the
Advance Rate otherwise applicable to such Eligible Portfolio Investment minus 5.00%; and 

  
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 (y)    the Advance Rate applied to any Eligible Portfolio Investment
that is an LTV Transaction shall be the Advance Rate otherwise applicable to such Eligible Portfolio Investment minus 5.00%. 
 For
the avoidance of doubt, these categories 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 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 financing 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. 

“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 

(a)    any Debt Eligible Portfolio Investment 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 debt (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 debt have accelerated all or a portion of the principal amount thereof as a result of such default; 

(b)    any Eligible Portfolio Investment that is Preferred Stock or common stock as to which the applicable Portfolio
Company has failed, with respect to any class of Preferred Stock of such Portfolio Company, to meet any scheduled redemption obligations or pay its latest declared cash dividend after the applicable due date (and after giving effect to the
expiration of any applicable grace period); 

  
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 (c)    any Eligible Portfolio Investment (i) as to which a default
as to the payment of principal and/or interest has occurred and is continuing on another material debt obligation of the applicable Portfolio Company which is senior or pari passu in right of payment to such Eligible Portfolio Investment for a
period of thirty-two (32) consecutive days with respect to such obligation (without regard to any grace period applicable thereto, or waiver thereof) (unless such Eligible Portfolio Investment is a DIP
Loan, in which case it shall not be deemed to be a Defaulted Obligation under this clause (i)); (ii) as to which a default as to the payment of principal and/or interest has occurred and is continuing on another material debt obligation of the
applicable Portfolio Company which is junior in right of payment to such Eligible Portfolio Investment for a period of thirty-two (32) consecutive days with respect to such debt (without regard to any
grace period applicable thereto, or waiver thereof), provided that if such default is a result of a direct payment or other block instituted by any agent or lender with respect to such Eligible Portfolio Investment, such period shall be extended to
ninety (90) consecutive days; or (iii) that is a Debt Eligible Portfolio Investment and the Portfolio Company of such Eligible Portfolio Investment has issued Preferred Stock that is not an Eligible Portfolio Investment and such Portfolio
Company has failed to meet, with respect to such class of Preferred Stock, any scheduled redemption obligations or pay its latest declared cash dividend after the applicable due date (and after giving effect to the expiration of any applicable grace
period), except to the extent that (x) such failure is as a result of any prohibition specified in the documentation governing such Eligible Portfolio Investment and (y) the holder of such Preferred Stock has not instituted a proceeding
against the applicable Portfolio Company as a result of such failure; 
 (d)    any Eligible Portfolio Investment
(i) as to which, with respect to such Eligible Portfolio Investment or any material debt obligation of the applicable Portfolio Company, a default rate of interest has been and continues to be charged for more than 120 consecutive days, or a
default has occurred and the holders of such debt have accelerated all or a portion of the principal amount thereof as a result of such default, or foreclosure on collateral for such debt has been commenced and is being pursued by or on behalf of
the holders thereof; or (ii) as to which the applicable Portfolio Company 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 obligor has filed for protection under the United States Bankruptcy Code or any equivalent foreign proceeding (unless such Eligible Portfolio Investment is (x) a DIP Loan, in which case it shall not be deemed to be a
Defaulted Obligation under this clause (ii) or (y) an ABL Transaction, in which case it shall not be deemed to be a Defaulted Obligation under this clause (ii) for a period of 120 days; provided that, in the case of any such ABL
Transaction, (1) all payments of principal and interest with respect to such ABL Transaction remain current during such 120 day period and (2) the loan to value ratio does not exceed 95% of the net orderly liquidation value in respect of
such ABL Transaction during such 120 day period); and 
 (e)    any Eligible Portfolio Investment that the Borrower has
in its reasonable commercial judgment otherwise declared to be a Defaulted Obligation. 
 “DIP Loan” means a Bank Loan that
is originated after the commencement of a case under Chapter 11 of the Bankruptcy Code by the obligor, the obligor of 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,
the terms of which have been approved by an order of a United States Bankruptcy court of competent jurisdiction, which order provides that 

  
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(a) such DIP Loan is secured by liens on otherwise unencumbered property of the Debtor’s bankruptcy estate pursuant to Section 364(c)(2) of the Bankruptcy Code, (b) such DIP Loan
is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code, (c) such DIP Loan is secured by junior liens on property of the
Debtor’s bankruptcy estate already subject to a lien encumbered assets (so long as such DIP Loan, including all interest and fees accruing thereon, is a fully secured claim within the meaning of Section 506 of the Bankruptcy Code), or
(d) if the DIP Loan or any portion thereof is unsecured, the repayment of such DIP Loan retains priority over all other administrative expenses pursuant to Section 364(c)(1) of the Bankruptcy Code; provided that, (x) not more than 50%
of the proceeds of such loan are used to repay prepetition obligations owing to all or some of the same lender(s) in a “roll-up” or similar transaction and (y) in the case of the origination or
acquisition of any DIP Loan, the Borrower does not have knowledge that the order set forth above is subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) or the subject of an
appeal or stay pending appeal. 
 “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 or, if such transaction is not one in which there
are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s-length basis at the time such relevant agreements are entered
into as reasonably determined in good faith by the Borrower; provided that, unless otherwise agreed to by the Administrative Agent, no such adjustments shall be made solely due to the impact of any Public Health Event. 

“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 a substantial portion 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 in such collateral, provided, however, that in the case of accounts receivable and/or 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 (and only such portion) of such a Bank Loan that is in excess of (x) (i) if it is not an LTV Transaction, a total debt to EBITDA ratio of 4.00x, or
(ii) if it is an LTV Transaction, an alternative financial covenant or ratio mutually agreeable to the Borrower and the Administrative Agent will, in each case and subject to clauses (y) and (z) below, have the advance rates of a Second
Lien Bank Loan applied to such portion, (y) (i) if it is not an LTV Transaction, a total debt to EBITDA ratio of 6.00x, or (ii) if it is an LTV Transaction, an alternative financial covenant or ratio mutually agreeable to the Borrower and
the Administrative Agent will, in each case and subject to clause (z) below, have the advance rates of a Mezzanine Investment applied to such portion and (z) if it is not an LTV Transaction, a total debt to EBITDA ratio of 7.00x, or
(ii) if it is an LTV Transaction, an alternative financial covenant or ratio mutually agreeable to the Borrower and the Administrative Agent will, in each case, have an advance rate of 0% applied to such portion. For the avoidance of doubt, in
no event shall a First Lien Bank Loan include a Last Out Loan. 

  
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 “Fixed Rate Portfolio Investment” means a Debt Eligible Portfolio
Investment that bears interest at a fixed rate. 
 “Floating Rate Portfolio Investment” means a Debt Eligible Portfolio
Investment that bears interest at a floating rate. 
 “High Yield Securities” means debt Securities and Preferred Stock, in
each case (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) and (c) that are not Cash
Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or Bank Loans. 
 “Last Out
Loan” shall mean, with respect to any Bank Loan that is 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 (subject to customary exceptions), 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
(or, in the case of an LTV Transaction, a comparable measure acceptable to the Administrative Agent in its sole discretion); 
 (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 or other rights with respect to (1) any increase of the principal balance of the first out
tranche by more than 15%, (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 by an additional 2.5%, (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). 
 “Liquidation Preference” means, with respect to Preferred Stock,
the Dollar amount required to be paid to the holder thereof upon any voluntary or involuntary liquidation, dissolution or winding up of the Portfolio Company of such Preferred Stock or the distribution of assets of such Portfolio Company that
represents a return of capital or the purchase price paid for such Preferred Stock at the time of issuance of such Preferred Stock by the Portfolio Company. 

  
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 “LTV Transaction” means any transaction that (i) is either
(a) structured in a way that would customarily be considered a specialized asset-backed transaction supported by receivables, inventory or other assets (an “ABL Transaction”) or (b) structured as a recurring revenue loan
in the subscription business (“Recurring Revenue Transaction”), (ii) does not include a financial covenant based on debt to EBITDA, debt to EBIT or a similar multiple of debt to operating cash flow, (iii) in the case of a
Recurring Revenue Transaction, is a First Lien Bank Loan, (iv) is not a Covenant-Lite Loan and (v) is designated as an LTV Transaction by the Borrower on or prior to the Third Restatement Effective Date or at the time such LTV Transaction
is first included in the Borrowing Base. 
 “Long-Term U.S. Government Securities” means U.S. Government Securities
maturing more than three 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)) and Preferred Stock (including C&K Equity
Interests that are Preferred Stock) in each case (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor
provision thereunder), (d) that are not Cash Equivalents and (e) if debt, contractually subordinated in right of payment to other debt of the same issuer and (ii) a Bank Loan that is not a First Lien Bank Loan, a Last Out Loan, a Second
Lien Bank Loan, a High Yield Security or a Covenant-Lite Loan. 
 “Performing” means with respect to any Eligible Portfolio
Investment, such Eligible Portfolio Investment (i) is not a Defaulted Obligation, (ii) other than with respect to DIP Loans, does not represent debt or Capital Stock of an issuer that has issued a Defaulted Obligation and (iii) is not
on non-accrual. 
 “Performing C&K Equity Interests” means C&K Equity
Interests that are Performing Common Equity. 
 “Performing Common Equity” means Capital Stock (other than Preferred Stock)
and warrants of an issuer all of whose outstanding debt is Performing. 
 “Performing Covenant-Lite Loans” means
Covenant-Lite Loans that (a) are not PIK Obligations and (b) are Performing. 
 “Performing DIP Loans” means DIP
Loans that (a) are not PIK Obligations and (b) are not Defaulted Obligations. 
 “Performing First Lien Bank
Loans” means First Lien Bank Loans that (a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing. 

“Performing High Yield Securities” means High Yield Securities that (a) are not PIK Obligations and (b) are
Performing. 

  
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 “Performing Last Out Loans” means Last Out Loans that (a) are not PIK
Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing. 
 “Performing Mezzanine Investments” means
Mezzanine Investments that (a) are not PIK Obligations and (b) are Performing. 
 “Performing Second Lien Bank
Loans” means Second Lien Bank Loans that (a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing. 

“Permitted Foreign Jurisdiction” means Canada, Germany, the Netherlands, Australia, Denmark and the United Kingdom. 

“Permitted Prior Working Capital Lien” means, with respect to an issuer that is a borrower under a Bank Loan, a security
interest to secure a working capital facility for such issuer in the accounts receivable and/or inventory (and, to the extent applicable, all related property and proceeds thereof) of such issuer 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/or 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, on any other assets) 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 issuer (as determined pursuant to the
enterprise value as determined at closing of the transaction, and thereafter on enterprise value for the applicable issuer determined in a manner consistent with the valuation methodology for determining the enterprise value of the applicable
Portfolio Company as established by an Approved Third-Party Appraiser or, with respect to Quoted Investments, in a commercially reasonable manner determined by the Board of Directors of the Borrower). 

“PIK Obligation” means an obligation that provides that any portion of the interest accrued for a specified period of time or
until the maturity thereof is, or at the option of the obligor may be, added to the principal balance of such obligation or otherwise deferred and accrued rather than being paid in cash, provided that any such obligation shall not constitute a PIK
Obligation if it (a) is a fixed rate obligation and requires payment of interest in cash on an at least semi-annual basis at a rate of not less than 8% per annum or (b) is not a fixed rate obligation and requires payment of interest in
cash on an at least semi-annual basis at a rate of not less than 4.5% per annum in excess of the applicable index. 
 “Preferred
Stock,” as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Capital Stock of such Person, and shall include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Capital Stock; provided that such Preferred Stock (i) (x) pays a cash dividend on at least a semi-annual basis or (y) in
the case of C&K Market, Inc., the board of directors declares dividends or distributions on such Capital Stock and such dividends or distributions are paid in cash on at least a semi-annual basis, (ii) other than with respect to C&K
Market, Inc., has a maturity date or is subject to mandatory redemption on a date certain that is not greater than ten (10) years from the date of initial issuance of such Preferred Stock and (iii) has a Liquidation Preference. 

  
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 “Recurring Revenue Transaction” has the meaning set forth in the definition
of “LTV Transaction”. 
 “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 (or, in the case of Preferred Stock, required payment on the Liquidation Preference on such Preferred Stock) (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, in the case of Preferred Stock, required payment on the Liquidation Preference on such Preferred Stock) 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 a Restructured Investment. An “exit” financing for an obligor that emerges from a case under Chapter 11 of the Bankruptcy Code in accordance with a Chapter 11 plan that has been
duly confirmed by the federal bankruptcy court exercising jurisdiction over the obligor pursuant to a final non-appealable order and such “exit” financing has been duly approved by a final non-appealable order of the federal bankruptcy court exercising jurisdiction over the obligor in connection with the confirmed Chapter 11 plan of the obligor shall not be deemed to be a Restructured Investment, so
long as such “exit” financing is a new facility and does not otherwise meet the conditions of the definition of Restructured Investment. 

“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 a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof and further provided that
any portion (and only such portion) of such a Bank Loan that is in excess of (x) (i) if it is not an LTV Transaction, a total debt to EBITDA ratio of 6.00x, or (ii) if it is an LTV Transaction, an alternative financial covenant or ratio
mutually agreeable to the Borrower and the Administrative Agent will, in each case and subject to clause (y) below, have the advance rates of a Mezzanine Investment applied to such portion and (y) (i) if it is not an LTV Transaction, a
total debt to EBITDA ratio of 7.00x, or (ii) if it is an LTV Transaction, an alternative financial covenant or ratio mutually agreeable to the Borrower and the Administrative Agent will, in each case, have an advance rate of 0% applied to such
portion. 
 “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. 

  
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 “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 months of the
applicable date of determination. 
 “Spread” means, with respect to Floating Rate Portfolio Investments, the cash interest
spread of such Floating Rate Portfolio Investment over the applicable LIBO Rate; provided, that, in the case of any Floating Rate Portfolio Investment that does not bear interest by reference to the LIBO Rate, “Spread” shall mean
the cash interest spread of such Floating Rate Portfolio Investment over the LIBO Rate in effect as of the date of determination for deposits in U.S. dollars for a period of three (3) months. 

“Structured Finance Obligations” means any obligation issued by a special purpose vehicle (or any obligor whose principal
purpose is the financing or warehousing of pools of receivables or other financial assets) and secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets, including collateralized loan
obligations, collateralized debt obligations and mortgage-backed securities, or any finance lease. For the avoidance of doubt, if an obligation satisfies this 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. For clarity, an investment in an independent operating company or finance company engaged in the ongoing origination, sale
and servicing of financial assets shall not be deemed to be a Structured Finance Obligation. 
 “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 Section 5.12(b)(iii), as applicable. 

“Weighted Average Fixed Coupon” means, as of any date of determination, the number, expressed as a percentage, obtained by
summing the products obtained by multiplying the cash interest coupon of each Fixed Rate Portfolio Investment included in the Borrowing Base as of such date by the outstanding principal balance of such Fixed Rate Portfolio Investment as of such
date, dividing such sum by the aggregate outstanding principal balance of all such Fixed Rate Portfolio Investments and rounding up to the nearest 0.01%. For the purpose of calculating the Weighted Average Fixed Coupon, all Fixed Rate Portfolio
Investments that are not currently paying cash interest shall have an interest rate of 0%. 
 “Weighted Average Floating
Spread” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by multiplying, in the case of each Floating Rate Portfolio Investment included in the Borrowing Base, on an
annualized basis, the Spread of such Floating Rate Portfolio Investments, by the outstanding principal balance of such Floating Rate Portfolio Investments as of such date and dividing such sum by the aggregate outstanding principal balance of all
such Floating Rate Portfolio Investments and rounding the result up to the nearest 0.01%. 

  
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 “Weighted Average Leverage Ratio” means, as of any date of determination,
the number obtained by summing the products obtained by multiplying, in the case of each Debt Eligible Portfolio Investment included in the Borrowing Base (other than Debt Eligible Portfolio Investments that are Quoted Investments with a Value above
90% of par value), the leverage ratio (the ratio of indebtedness for borrowed money to EBITDA expressed as a number) for the Portfolio Company of such Eligible Portfolio Investment of all Indebtedness for borrowed money (and excluding any capital
lease obligations to the extent excluded from the leverage ratio in the underlying documentation of such Debt Eligible Portfolio Investment) that has a ranking of payment or lien priority senior to or pari passu with and including the tranche that
includes the Borrower’s Eligible Portfolio Investment, by the fair value of such Eligible Portfolio Investment as of such date and dividing such sum by the aggregate of the fair values of all such Eligible Portfolio Investments and rounding the
result up to the nearest 0.01; provided that for purposes of calculating the Weighted Average Leverage Ratio, if the leverage ratio of any individual Debt Eligible Portfolio Investment exceeds 7.00 to 1.00, the leverage ratio of such Debt
Eligible Portfolio Investment shall be deemed to be 7.00 to 1.00. 
 “Weighted Average Recurring Revenue Ratio” means, as
of any date of determination, the number obtained by summing the products obtained by multiplying, in the case of each Recurring Revenue Transaction included in the Borrowing Base, the debt to recurring revenue ratio (expressed as a number) for the
Portfolio Company of such Eligible Portfolio Investment of all Indebtedness that has a ranking of payment or lien priority senior to or pari passu with and including the tranche that includes the Borrower’s Eligible Portfolio Investment as of
such date and dividing such sum by the aggregate of the fair values of all such Eligible Portfolio Investments and rounding the result up to the nearest 0.01. 

SECTION 5.14.    Anti-Hoarding of Assets at Non-Pledged Financing
Subsidiaries. If any Non-Pledged Financing Subsidiary is not prohibited by any law, rule or regulation or by any contract or agreement relating to indebtedness from distributing all or any portion of its
assets to an Obligor, then such Non-Pledged Financing Subsidiary shall, if a Significant Unsecured Indebtedness Event has occurred and is continuing, distribute to an Obligor the amount of assets held by such Non-Pledged Financing Subsidiary that such Non-Pledged Financing Subsidiary is permitted to distribute and that, in the good faith judgment of the Borrower, such Non-Pledged Financing Subsidiary does not reasonably expect to utilize, in the ordinary course of business, to obtain or maintain a financing from an unaffiliated third party; provided, further, however, that if a
Significant Unsecured Indebtedness Event has occurred and is continuing and the value of the assets owned by such Non-Pledged Financing Subsidiary significantly exceeds the amount of indebtedness of such Non-Pledged Financing Subsidiary, even if such Non-Pledged Financing Subsidiary is prohibited by any contract or agreement relating to indebtedness from distributing all or
any portion of its assets to an Obligor, the Borrower shall use its commercially reasonable efforts to take such action as is necessary to cause such Financing Subsidiary to become an Obligor or distribute assets to an Obligor in an amount equal to
the amount of assets held by such Non-Pledged Financing Subsidiary that, in the good faith judgment of the Borrower, such Non-Pledged Financing Subsidiary does not
reasonably expect to utilize, in the ordinary course of business, to obtain or maintain a financing from an unaffiliated third party that includes advance rates that are substantially comparable to market terms for substantially similar debt
financings at such time of determination. 

  
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 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; 
 (b)    (i) Unsecured Shorter-Term Indebtedness (including any refinancing or replacement thereof)
in an aggregate principal amount not to exceed $10,000,000, plus without duplication, from and after the date that is nine months prior to the maturity of any Specified Notes, the outstanding principal amount of such Specified Notes and
(ii) Secured Longer-Term Indebtedness (including any refinancing or replacement thereof), in each case, so long as (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 Sections 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 Sections
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, term loan facilities staged advance loan facilities or any other facility, “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 Sections 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 the case of revolving loan facilities or staged advance loan facilities, upon each borrowing thereunder, the Borrower is in pro forma compliance with each of the covenants set forth
in Section 6.07; 
 (e)    obligations arising with respect to Hedging Agreements permitted under
Section 6.04(c); 

  
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 (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)    obligations of the
Borrower under a Permitted SBIC Guarantee; 
 (i)    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; 

(k)    Other Permitted Indebtedness in an aggregate principal amount not to exceed $15,000,000; 

(l)    Indebtedness of an Obligor to any other Obligor; and 

(m)    unsecured Guarantees by the Borrower of the Indebtedness of a Portfolio Company in an aggregate principal amount
not to exceed $20,000,000 outstanding at any time, so long as such Guarantees are extended by Borrower in accordance with the Investment Policies. 

For purposes of preparing the Borrowing Base Certificate described in clause (b) and (k) 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 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 Third Restatement 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 (other than proceeds thereof), and (ii) any such Lien shall secure
only those obligations which it secures on the Third Restatement 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 (including Liens
securing Hedging Agreement Obligations and Liens securing 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)); 
 (c)    Liens on assets owned by Financing Subsidiaries; 

(d)    Permitted Liens; 

(e)    additional Liens securing Indebtedness not to exceed $3,000,000 in the aggregate provided such Indebtedness is not
otherwise prohibited under Section 6.01(e) of this Agreement; 
 (f)    Liens on Equity Interests in any SBIC
Subsidiary created in favor of the SBA; and 
 (g)    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 or Immaterial 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
(w) any transaction permitted under Section 6.05 or 6.12, (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 (d) and (e) below, Portfolio Investments. 

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 entity; 

  
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 (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)    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; 
 (d)    the Obligors may sell, transfer or
otherwise dispose of Portfolio Investments (other than to a Financing Subsidiary or joint venture) 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; 

(e)    the Obligors may sell, transfer or otherwise dispose of Portfolio Investments, Cash and Cash Equivalents to a
Financing Subsidiary or joint venture (other than the direct ownership interest in another Financing Subsidiary) so long as (i) immediately prior to and immediately 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 sale, transfer or other disposition (and any concurrent
acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness) is not diminished as a result of such sale, transfer or other disposition (and any concurrent acquisitions of Portfolio Investments or payment of
outstanding Loans or Other Covered Indebtedness) or (y) the Borrowing Base immediately 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) is at least 120% of the Covered Debt Amount, and (iii) the sum of (x) all sales, transfers or other dispositions under this clause (e) that occur after the Revolver Termination Date and do not result in Net
Asset Sale Proceeds for fair value that are applied in accordance with Section 2.09(d)(i) and (y) all Investments under Section 6.04(e) that occur after the Revolver Termination Date, shall not exceed 25% of the Commitments on the
Revolver Termination Date; 
 (f)    the Borrower may merge or consolidate with, or acquire all or substantially all of
the assets of, 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 any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans)
and after giving effect thereto, no Default shall have occurred or be continuing; 
 (g)    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; 
 (h)    [reserved]; 

(i)    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 

  
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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 interest of the Borrower and is not materially disadvantageous to the Lenders; and 
 (j)    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. 
 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)    Hedging Agreements entered into in the ordinary course of the Borrower’s financial planning,
and not for speculative purposes or for hedging debt or assets of any Financing Subsidiary; 
 (d)    Portfolio
Investments 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 Borrower’s
Investment Policies; 
 (e)    Equity Interests in (or capital contribution to) Financing Subsidiaries and joint
ventures acquired after the Second Restatement Effective Date and in First Eagle Logan JV, LLC, in each case to the extent not prohibited by Section 6.03(e) and Equity Interests in Immaterial Subsidiaries; 

(f)    Investments by any Financing Subsidiary; 

(g)    Investments in Cash and Cash Equivalents; 

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

(i)    [reserved]; 

(j)    additional Investments up to but not exceeding $5,000,000 in the aggregate (for purposes of this clause (j), 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


  
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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);
and 
 (k)    Investments in First Eagle OEMG, for so long as (i) First Eagle OEMG does not have any material
assets other than its direct or indirect (through one or more entities) interest in OEM Group, LLC and/or any of its Affiliates or successors, (ii) First Eagle OEMG does not engage in any business or business activity other than any business or
business activity conducted by First Eagle OEMG on the Second Restatement Effective Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar or complementary thereto or a
reasonable extension, development or expansion thereof or ancillary thereto and (iii) the aggregate amount of new Investments made in First Eagle OEMG after the Second Restatement Effective Date does not exceed $10,000,000 (excluding, for
purposes of calculating the foregoing basket, any Investment in First Eagle OEMG that is converted, exchanged, sold, assigned, transferred or conveyed for another Investment in First Eagle OEMG after the Second Restatement Effective Date). 

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 capital stock of the Borrower payable solely in
additional shares of the Borrower’s common stock; 
 (b)    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 the higher of
(x) the net investment income of the Borrower for the applicable fiscal year determined in accordance with GAAP and as specified in the financial statements of the Borrower for such fiscal year and (y) 115% 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), or (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) (such higher amount of (x) and (y), the “Required Payment Amount”); 

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

 (d)    Obligors may make Restricted Payments to repurchase Equity Interests of the Borrower from officers, directors
and employees of the Investment Advisor or the Borrower or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat on the Board of Directors
of the Investment Advisor or the Borrower or any of its Subsidiaries, in an aggregate amount not to exceed $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
$1,000,000 in any calendar year; 

  
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 (e)    The Borrower may make other Restricted Payments, including
dividends and other distributions (but excluding the repurchase or redemption of Equity Interests of the Borrower until April 14, 2021), so long as on the date of such Restricted Payment and immediately after giving effect thereto: 

(1)    no Default shall have occurred and be continuing; 

(2)    prior to and immediately after giving effect to such Restricted Payment, the Covered Debt Amount does not exceed 85%
of the Borrowing Base; 
 (3)    on the date of such Restricted Payment (other than a Restricted Payment consisting of a
dividend or distribution that does not exceed 125% of the Required Payment Amount), the Borrower delivers to the Administrative Agent a Borrowing Base Certificate demonstrating compliance with the foregoing immediately after giving effect to such
Restricted Payment; provided that, with respect to Restricted Payments used to repurchase or redeem Equity Interests of the Borrower, such Borrowing Base Certificate may be delivered concurrently with the financial statements delivered
pursuant to Section 5.01(b); and 
 (4)    solely with respect to any repurchase or redemption of Equity Interests
of the Borrower (which, for clarity, shall not be permitted prior to April 14, 2021), prior to and immediately after giving effect to such Restricted Payment, the Asset Coverage Ratio shall not be less than 1.75 to 1.00. 

Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any
other Subsidiary Guarantor. 
 For the avoidance of doubt, the Borrower shall not declare any dividend to the extent such declaration
violates the provisions of the Investment Company Act applicable to it. 
 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), (c) or (k), (ii) any Indebtedness
permitted under Section 6.01(e) secured by a Lien permitted under Section 6.02(e) 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, (iv) any agreement, instrument or other
arrangement pertaining to any sale, lease or other disposition of any asset permitted by this Agreement so long as the applicable restrictions (x) only apply to such assets 

  
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and (y) do not restrict prior to the consummation of such sale, lease 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 and (v) any
document, agreement, or instrument that imposes customary restrictions on Equity Interests. 

SECTION 6.07.    Certain Financial Covenants. 

(a)    Minimum Stockholder’s Equity. The Borrower will not permit Stockholders’ Equity at
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) the sum of (x) $130,000,000 plus (y) 50% of the aggregate net proceeds of all sales of Equity Interests by the Borrower and its Subsidiaries after the Third Restatement Effective
Date (other than the proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries). 

(b)    Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1 at any
time. 
 (c)    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. 
 (d)    Obligors’ Net Worth Test. The Borrower will not
permit the Obligors’ Net Worth to be less than $130,000,000. 
 (e)    Senior Coverage Ratio. The Borrower
will not permit the Senior Coverage Ratio to be less than 2.00 to 1.00. 
 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 Section 6.03(e) 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 permitted by Section 6.03(h) and 6.04(i) hereof, (viii) the payment of compensation and reimbursement of expenses


  
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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, (ix) any
Investment that results in the creation of an Affiliate or (x) co-investments with other funds advised by First Eagle Alternative Credit, LLC to the extent permitted by applicable law and/or SEC guidance
(including any SEC exemptive order (as may be amended from time to time), exemptive rule or no action relief). 

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. 

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 in any material respect 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); (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 (other than pursuant to a grant of a Lien under the Loan Documents) 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 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); 

(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. 

  
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 The Administrative Agent and the Lenders hereby acknowledge and agree that the Borrower may, at any time and
from time to time, without the consent of the Administrative Agent or any Lender, 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. 

SECTION 6.12.    Payments of Longer-Term 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, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (other than (i) the
refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (such Secured Longer-Term
Indebtedness or Unsecured Longer-Term Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and,
within 45 calendar days after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal
amount of Loans prepaid with such Refinancing Indebtedness; or (ii) with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for (a) regularly scheduled payments,
prepayments or redemptions of principal 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). 

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 Third Restatement 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.    Derivative Transactions. The Borrower will not, nor will it permit any of its Subsidiaries
(other than Financing Subsidiaries) to, enter into any derivative, swap or other similar transactions or agreements, except for repurchase agreements described in clause (d) of the definition of “Cash Equivalents” and for Hedging
Agreements to the extent permitted pursuant to Sections 6.01(e) and 6.04(c). 

  
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 SECTION 6.16.    Financing Subsidiaries. The Borrower will
not, nor will it permit any of its Subsidiaries to, create any new Financing Subsidiaries from and after the Third Restatement Effective Date. 

ARTICLE VII 
 EVENTS OF
DEFAULT 
 Until the Termination Date, if any of the following events (“Events of Default”) shall occur and be
continuing: 
 (a)    the Borrower shall (i) fail to pay any principal of any Loan (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 Cash Collateralize any LC Exposure as and when required by Section 2.04(k); 

(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), (b) or (c)(ii)(G), 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 (other than Section 7.01 thereof) 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; 

  
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 (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) shall continue unremedied for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to, 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, repurchase or redemption event; provided that such
conversion, repurchase or redemption is settled only with Permitted Equity Interests (other than interest and expenses, which may be paid in cash). 

(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; 

  
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 (k)    one or more judgments for the payment of money in an aggregate
amount in excess of $5,000,000 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)    an Investment Advisor Departure Event shall
occur; 
 (n)    a Change in Control shall occur; 

(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 Security 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 earlier of (i) the Borrower becoming aware of such default and (ii) the Borrower’s receipt of written notice of such default thereof from the Administrative Agent, unless, in each case, the continuance thereof
is a result of a failure of the Collateral Agent or Administrative Agent to take an action within their control (and the Borrower has requested that the Collateral Agent or Administrative Agent to take such action); 

(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; or 

  
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 (s)    the assets of the Borrower shall constitute Plan Assets. 

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. 
 In the
event the Loans shall be declared or shall become due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative Agent, the Issuing Bank 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 Cash Collateralize such LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to
Cash Collateralize such LC Exposure 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 an Event of Default described in clause (h), (i) or
(j) of this Article. 
 Notwithstanding anything to the contrary contained herein, on the CAM Exchange Date, to the extent not
otherwise prohibited by law, (a) the 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 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, 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 

  
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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. 

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. 

(a)    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. 
 (b)    Appointment
of the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Collateral Agent as its collateral agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to have all the rights
and benefits hereunder and thereunder (including Section 9 of the Guarantee and Security Agreement), and to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. 
 SECTION 8.02.    Capacity as
Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and
its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 

SECTION 8.03.    Limitation of Duties; Exculpation. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that the Administrative Agent is required to exercise in writing 

  
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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 such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Section 9.02 and Article VII of this Agreement) 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. 
 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, which is not a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), a Defaulting
Lender or a Direct Competitor. If no successor shall have been so appointed by 

  
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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 except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring or removed Administrative
Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed 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. 

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) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents; provided that,
without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the
Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits
of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to (1) release any Lien covering
property that is the subject of either a disposition of property permitted hereunder (which release described in this clause (1) shall be automatic and require no further action from any party) or a disposition of less than all or substantially
all of the Collateral to which the Required Lenders have consented, (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a Financing
Subsidiary in accordance with this Agreement or which is otherwise no longer required to be a “Subsidiary Guarantor”, so long as in the case of this clause (2): (A) 

  
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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 120% of the Covered Debt Amount and (C) no Default has occurred and is continuing and (3) spread Liens to
any Designated Indebtedness or Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement) in accordance with the Guarantee and Security Agreement. 

SECTION 8.09.    Collateral Matters. 

(a)    Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a
Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Guaranteed Obligations (as defined in the
Guarantee and Security Agreement), it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and/or the Collateral Agent on behalf of the Secured Parties in
accordance with the terms hereof and thereof. 
 (b)    In furtherance of the foregoing and not in limitation thereof,
no arrangements in respect of any Hedging Agreement the obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the
management or release of any Collateral or of the obligations of any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of Hedging Agreements shall be
deemed to have appointed the Administrative Agent and Collateral Agent to serve as administrative agent and collateral agent, respectively, under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject
to the limitations set forth in this paragraph. 
 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 

  
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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: 

First Eagle Alternative Credit, LLC 

500 Boylston Street, Suite 1200 

Boston, MA 02116 
 Attention:
Terrence W. Olson 
 Telecopy Number: 877-494-9096 

Telephone: 617-790-6010 

With a copy to: 
 First Eagle
Alternative Credit, LLC 
 500 Boylston Street, Suite 1200 

Boston, MA 02116 
 Attention:
William Karim 
 Telecopy Number: 877-304-9284 

Telephone: 617-790-6046 

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 

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

ING Capital LLC 
 1133 Avenue
of the Americas 
 New York, New York 10036 

Attention: Patrick Frisch 

Telephone Number: (646) 424-6912 

Telecopy Number: (646) 424-6919 

with a copy to (which shall not constitute notice): 

Fried, Frank, Harris, Shriver & Jacobson LLP 

One New York Plaza 

New York, New York 10004 

Attention: Andrew J. Klein, Esq. 

Telecopy Number: (212) 859-4000 

(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). 

  
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 (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 Issuing Bank, as applicable, has notified the Administrative Agent that it
is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 

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). 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 one hard copy thereof to the Administrative Agent and either an electronic copy or a notice identifying the website where such information is located for posting by the Administrative Agent on
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 

  
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the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 
 (b)    Amendments to this
Agreement. Except as set forth in the definitions of “Secured Longer-Term Indebtedness” and “Unsecured Longer-Term Indebtedness”, 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, 
 (iv)    change Section 2.16(b), (c) or (d) or
Section 2.09(g) in a manner that would alter the pro rata 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 or the percentage in 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. 
 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 other than for fair value or as otherwise permitted
hereunder or under the other Loan Documents. Anything in this Agreement to the contrary notwithstanding, this Agreement may be amended in accordance with the provisions of Section 2.12(b). 

  
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 For purposes of this Section, the “scheduled date of payment” of any amount shall refer to the
date of payment of such amount specified in this Agreement, and shall not refer to a date or other event specified for the mandatory or optional prepayment of such amount. 

(c)    Amendments to Security Documents. Except to the extent expressly set forth in the Guarantee and
Security Agreement or any other Loan Document, no Security Document nor any provision thereof may be waived, amended or modified, except to the extent otherwise expressly contemplated by the Guarantee and Security Agreement, and the Liens granted
under the Guarantee and Security Agreement may not be spread to secure any additional obligations (excluding (x) any such increase pursuant to a Commitment Increase under Section 2.07(f), (y) any increased in any Secured Longer-Term
Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement) in accordance with the Guarantee and
Security Agreement), 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 Guarantee 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) or 10.03(f) 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


  
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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. 

(e)    Ambiguity, Omission, Mistake or Typographical Error. Notwithstanding the foregoing, if the Administrative
Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to
amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement. 

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 actually 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 outside counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs
of internal counsel), 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 reasonable, documented and out-of-pocket costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented
out-of-pocket fees, costs and expense 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 documented and out-of-pocket expenses actually incurred by the Administrative Agent, the Issuing Bank or any Lender, including the
reasonable, documented and out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative Agent and the Collateral Agent, taken as a whole,
and one additional counsel for the Lenders, taken as a whole, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder, including all such documented and out-of-pocket expenses actually 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 actually 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 or (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 (other than Taxes 

  
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or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable, documented and out-of-pocket fees, charges and disbursements of any outside 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 Letter of Credit 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 material breach, or a breach in bad faith, 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 or the 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). 

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 Letter of Credit or the use of the proceeds thereof. 

  
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 (e)    Payments. All amounts due under this Section shall be
payable promptly after written demand therefor. 
 (f)    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 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) except as otherwise provided in any of the Loan
Documents, 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 (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) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries,
their management or stockholders. The Borrower and each Obligor each acknowledge and agree that it has consulted 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 Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower
or any of its Subsidiaries, in each case, in connection with such transactions contemplated hereby 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 (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. 

  
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 (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; provided that, in the case of the Borrower, it shall be deemed reasonable to object to an assignment to any Direct Competitor) 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 

(B)    the Administrative Agent and, in the case of an assignment of Multicurrency Loans or Commitments,
the Issuing Bank, provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the
Administrative Agent and 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 U.S. $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 U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of
a Lender), for which the Borrower and the 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. 

  
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 (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. 

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


  
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shall be entitled to the benefits of Section 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. 
 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 owing to it); provided that
(i) the consent of the Borrower shall be required other than (A) for any participation to a Lender or an Affiliate of a Lender, or (B) if an Event of Default has occurred and is continuing, (ii) the Borrower shall be deemed to
have consented unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after receiving notice thereof, (iii) such Lender’s obligations under this Agreement and the other Loan
Documents shall remain unchanged, (iv) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (v) the Borrower, the Issuing Bank, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in 

  
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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 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 a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the 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, letter of credit 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. 
 (g)    Limitations on Rights of Participants. A Participant shall not be entitled
to receive any greater payment under Section 2.13 or 2.14 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(e) 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 having jurisdiction over such Lender, and this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

 (i)    No Assignments to Natural Persons, the Borrower or Affiliates. Anything in this Section to the
contrary notwithstanding, no Lender may (i) assign or participate any interest in any Commitment, 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, Loan or LC Exposure held by it hereunder to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, 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”. 

  
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 (k)    ERISA. (1) Each Lender (x) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that at least one of the following is and will be true: 

(i)    such Lender is not using Plan Assets with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement, 

(ii)    the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset
Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and
perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection
(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement, or 
 (iv)    such other representation, warranty and covenant as may be agreed in
writing between the Administrative Agent, in its sole discretion, and such Lender. 
  

	 	(2)	 In addition, unless either (X) sub-clause (i) in the
immediately preceding clause (1) is true with respect to a Lender or (Y) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (1), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that the Administrative Agent is not a fiduciary with respect to the assets of
such Lender involved in such Lender’s entrance into, participation in, 



  
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administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the
Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 


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 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof. 
 SECTION 9.06.    Counterparts; Integration; Effectiveness; Electronic
Execution. 
 (a)    Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents 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 or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other
Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent (and, for the avoidance of
doubt, electronic signatures utilizing the DocuSign platform shall be deemed approved), 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. 

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

SECTION 9.08.    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender
and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender, the Issuing Bank 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 or any other
Loan Document held by such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender, Issuing Bank and
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender, Issuing Bank or Affiliate may have; provided that in the event any Defaulting Lender
exercises any such right of setoff, (a) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, will be
segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and (b) the Defaulting Lender will provide promptly to the Administrative Agent a
statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent 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. 

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 the other Loan Documents, 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. 

  
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 (c)    Waiver of Venue. The Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

 (d)    Service of Process. Each party to this Agreement (i) irrevocably consents to service of process in
the manner provided for notices in Section 9.01 and (ii) agrees to the extent permitted by applicable law that service as provided in the manner provided for notices in Section 9.01 is sufficient to confer personal jurisdiction over
such party in any proceeding in any court and otherwise constitutes effective and binding service in every respect. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

 SECTION 9.10.    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11.    Judgment Currency. This is an international loan transaction in which the specification of
Dollars or any Foreign Currency, as the case may be (the “Specified Currency”) and payment in New York City or the country of the Specified Currency (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


  
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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. 

(b)    Confidentiality. Each of the Administrative Agent (including in its capacity as the Collateral Agent), the
Issuing Bank and the Lenders 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 that, so long as no Default or Event of Default shall have occurred and be continuing, the Administrative Agent and each Lender agree not to disclose any confidential Information
consisting of the underwriting memoranda or similar materials delivered pursuant to Section 5.01(h) to a prospective assignee or Participant that is a Direct Competitor, or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) [intentionally omitted], (h) with the consent of the Borrower, (i) 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, (j) to the extent such Information
(x) becomes publicly available other than as a result of a breach of 

  
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this Section or (y) becomes available to the Administrative Agent, the Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than
the Borrower, or (k) 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, 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
Original Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

SECTION 9.14.    USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements
of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Borrower, 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. The Obligors shall, promptly following a request by the Administrative Agent or any Lender, provide
all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including
the USA PATRIOT ACT and the Beneficial Ownership Regulation. 
 SECTION 9.15.    Termination. Promptly (and
in any event within 3 Business Days) 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. 
 SECTION 9.16.    Amendment and Restatement. On the
Third Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect. It is the intention of each of the
parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured
Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and the
other Credit Agreement Obligations (as defined in the Guarantee and Security Agreement) existing under the Existing Credit Agreement. Unless specifically amended hereby, each of the Loan Documents shall continue in full force and effect and, from
and after the Third Restatement Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. 

  
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 SECTION 9.17.    Consent and Reaffirmation. 

(a)    Each of the Borrower and the Subsidiary Guarantors hereby as of the Third Restatement Effective Date
(i) consents to this Agreement and the transactions contemplated hereby, (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 the 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; and 

(b)    Schedule 9.17 hereto contains the information required to be set forth on Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and
2.11 of the Guarantee and Security Agreement with respect to the Borrower and each Subsidiary Guarantor, in each case as of the Third Restatement Effective Date. 

SECTION 9.18.    Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the
regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights
in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit
Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolutions Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

  
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 (b)    As used in this Section 9.18, the following terms have the
following meanings: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and
interpreted in accordance with, 12 U.S.C. §1841(k)) of such party. 
 “Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
§§252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning assigned to the term “qualified financial
contract” in, and shall be interpreted in accordance with, 12 U.S.C. §5390(c)(8)(D). 

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

			
	 FIRST EAGLE ALTERNATIVE CAPITAL BDC, INC.

		
	By:	 	/s/ Terrence W. Olson
	Name:	 	 Terrence W. Olson 

	Title:	 	Chief Financial Officer


 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 FIRST EAGLE ALTERNATIVE CAPITAL HOLDINGS, INC., as a Subsidiary Guarantor (and solely with respect to Section 9.17 of this
Agreement)

		
	By:	 	/s/ Terrence W. Olson
	Name:	 	 Terrence W. Olson

	Title:	 	Chief Financial Officer


 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 ING CAPITAL LLC, as Administrative Agent, Issuing Bank and an Existing Continuing Lender

		
	By:	 	/s/ Patrick Frisch
	Name:	 	 Patrick Frisch

	Title:	 	 Managing Director

		
	By:	 	/s/ Dina Kook
	Name:	 	 Dina Kook

	Title:	 	 Director



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 CIT BANK, N.A., as an existing Continuing Lender

		
	By:	 	/s/ Robert L. Klein
	Name:	 	 Robert L. Klein

	Title:	 	 Director



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 CITY NATIONAL BANK, as an Existing Continuing Lender

		
	By:	 	/s/ David Knoblauch
	Name:	 	 David Knoblauch

	Title:	 	 SVP



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 CUSTOMERS BANK, as an Existing Continuing Lender

		
	By:	 	/s/ Lyle P. Cunningham
	Name:	 	 Lyle P. Cunningham

	Title:	 	 Executive Vice President



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 BANK OF AMERICA, N.A., as a Departing Lender (and solely with respect to Section 2.02(f)(ii) of this Agreement)

		
	By:	 	/s/ Brad Hindman
	Name:	 	 Brad Hindman

	Title:	 	 Vice President



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 CITIBANK, N.A., as a Departing Lender (and solely with respect to Section 2.02(f)(ii) of this Agreement)

		
	By:	 	/s/ Erik Anderson
	Name:	 	 Erik Anderson

	Title:	 	 Vice President



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 STATE STREET BANK AND TRUST COMPANY, as a Departing Lender (and solely with respect to Section 2.02(f)(ii) of this
Agreement)

		
	By:	 	/s/ John Doherty
	Name:	 	 John Doherty

	Title:	 	 Vice President



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 STIFEL BANK & TRUST, as a Departing Lender (and solely with respect to Section 2.02(f)(ii) of this
Agreement)

		
	By:	 	/s/ Joseph L. Sooter, Jr.
	Name:	 	 Joseph L. Sooter, Jr.

	Title:	 	 Senior Vice President



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement] 












 
			
	 TIAA, FSB (as successor in interest to certain assets of EVERBANK COMMERCIAL FINANCE, INC.), as a Departing Lender (and solely
with respect to Section 2.02(f)(ii) of this Agreement)

		
	By:	 	/s/ Martin O’Brien
	Name:	 	 Martin O’Brien

	Title:	 	 Director



 [Signature Page to Third Amended and Restated Senior Secured Revolving Credit Agreement]