Exhibit 10.1


 


SENIOR SECURED

REVOLVING CREDIT AGREEMENT


dated as of


February 18, 2022,


 


among


 


KAYNE ANDERSON BDC, INC.,


as Borrower,


 


the LENDERS party hereto,


 


and


 


SUMITOMO MITSUI BANKING CORPORATION,

as Administrative Agent,


 


$275,000,000


 





 



 


SUMITOMO MITSUI BANKING CORPORATION,


as Lead Arranger


 


and


 


SUMITOMO MITSUI BANKING CORPORATION


and


JPMORGAN CHASE BANK, N.A.


as Joint Bookrunners


 





 











 






     


     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	ARTICLE I DEFINITIONS	 	1
	 	 	 
	 	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	 	43
	 	SECTION 1.05.	Currencies; Currency Equivalents	 	43
	 	SECTION 1.06.	Divisions	 	45
	 	SECTION 1.07.	Rates	 	45
	 	 	 	 	 
	ARTICLE II THE CREDITS	 	45
	 	 	 
	 	SECTION 2.01.	The Commitments	 	45
	 	SECTION 2.02.	Loans and Borrowings	 	46
	 	SECTION 2.03.	Requests for Borrowings	 	47
	 	SECTION 2.04.	[Reserved]	 	48
	 	SECTION 2.05.	[Reserved]	 	48
	 	SECTION 2.06.	Funding of Borrowings	 	48
	 	SECTION 2.07.	Interest Elections	 	48
	 	SECTION 2.08.	Termination, Reduction or Increase of the Commitments	 	50
	 	SECTION 2.09.	Repayment of Loans; Evidence of Debt	 	53
	 	SECTION 2.10.	Prepayment of Loans	 	54
	 	SECTION 2.11.	Fees	 	57
	 	SECTION 2.12.	Interest	 	58
	 	SECTION 2.13.	Inability to Determine Interest Rates	 	58
	 	SECTION 2.14.	Increased Costs	 	60
	 	SECTION 2.15.	Break Funding Payments	 	61
	 	SECTION 2.16.	Taxes	 	62
	 	SECTION 2.17.	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	 	65
	 	SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	 	67
	 	SECTION 2.19.	Defaulting Lenders	 	68
	 	SECTION 2.20.	Effect of Benchmark Transition Event	 	69
	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	71
	 	 	 
	 	SECTION 3.01.	Organization; Powers	 	71
	 	SECTION 3.02.	Authorization; Enforceability	 	71
	 	SECTION 3.03.	Governmental Approvals; No Conflicts	 	72
	 	SECTION 3.04.	Financial Condition; No Material Adverse Change	 	72
	 	SECTION 3.05.	Litigation	 	72
	 	SECTION 3.06.	Compliance with Laws and Agreements	 	72
	 	SECTION 3.07.	Taxes	 	73
	 	SECTION 3.08.	ERISA	 	73
	 	SECTION 3.09.	Disclosure	 	73
	 	SECTION 3.10.	Investment Company Act; Margin Regulations	 	73



 






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TABLE OF CONTENTS


(continued)


 


	 	 	 	 	Page
	 	SECTION 3.11.	Material Indebtedness and Liens	 	74
	 	SECTION 3.12.	Subsidiaries and Investments	 	74
	 	SECTION 3.13.	Properties	 	74
	 	SECTION 3.14.	Affiliate Agreements	 	75
	 	SECTION 3.15.	Sanctions	 	75
	 	SECTION 3.16.	PATRIOT Act	 	75
	 	SECTION 3.17.	Collateral Documents	 	75
	 	SECTION 3.18.	EEA Financial Institutions	 	76
	 	 	 	 	 
	ARTICLE IV CONDITIONS	 	76
	 	 	 
	 	SECTION 4.01.	Effective Date	 	76
	 	SECTION 4.02.	Each Credit Event	 	77
	 	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS	 	78
	 	 	 
	 	SECTION 5.01.	Financial Statements and Other Information	 	78
	 	SECTION 5.02.	Notices of Material Events	 	81
	 	SECTION 5.03.	Existence: Conduct of Business	 	81
	 	SECTION 5.04.	Payment of Obligations	 	81
	 	SECTION 5.05.	Maintenance of Properties; Insurance	 	81
	 	SECTION 5.06.	Books and Records; Inspection and Audit Rights	 	82
	 	SECTION 5.07.	Compliance with Laws	 	82
	 	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	 	82
	 	SECTION 5.09.	Use of Proceeds	 	83
	 	SECTION 5.10.	Status of RIC and BDC	 	83
	 	SECTION 5.11.	Investment Policies	 	84
	 	SECTION 5.12.	Portfolio Valuation and Diversification Etc	 	84
	 	SECTION 5.13.	Calculation of Borrowing Base	 	87
	 	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS	 	92
	 	 	 
	 	SECTION 6.01.	Indebtedness	 	92
	 	SECTION 6.02.	Liens	 	94
	 	SECTION 6.03.	Fundamental Changes	 	95
	 	SECTION 6.04.	Investments	 	97
	 	SECTION 6.05.	Restricted Payments	 	98
	 	SECTION 6.06.	Certain Restrictions on Subsidiaries	 	99
	 	SECTION 6.07.	Certain Financial Covenants	 	99
	 	SECTION 6.08.	Transactions with Affiliates	 	100
	 	SECTION 6.09.	Lines of Business	 	100
	 	SECTION 6.10.	No Further Negative Pledge	 	100
	 	SECTION 6.11.	Modifications of Longer-Term Indebtedness Documents	 	101
	 	SECTION 6.12.	Payments of Longer-Term Indebtedness	 	101
	 	SECTION 6.13.	Accounting Changes	 	102


 






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TABLE OF CONTENTS


(continued)


 


	 	 	 	 	Page
	 	SECTION 6.14.	Financing Statements	 	102
	 	SECTION 6.15.	SBIC Guarantee	 	102
	 	SECTION 6.16.	Capital Call Facility	 	102
	 	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT	 	103
	ARTICLE VIII THE ADMINISTRATIVE AGENT	 	106
	 	 	 
	 	SECTION 8.01.	Appointment of the Administrative Agent	 	106
	 	SECTION 8.02.	Capacity as Lender	 	107
	 	SECTION 8.03.	Limitation of Duties; Exculpation	 	107
	 	SECTION 8.04.	Reliance	 	107
	 	SECTION 8.05.	Sub-Agents	 	107
	 	SECTION 8.06.	Resignation; Successor Administrative Agent	 	108
	 	SECTION 8.07.	Reliance by Lenders	 	108
	 	SECTION 8.08.	Modifications to Loan Documents	 	109
	 	SECTION 8.09.	Erroneous Payments	 	109
	 	 	 	 	 
	ARTICLE IX MISCELLANEOUS	 	112
	 	 	 
	 	SECTION 9.01.	Notices; Electronic Communications	 	112
	 	SECTION 9.02.	Waivers; Amendments	 	114
	 	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	 	116
	 	SECTION 9.04.	Successors and Assigns	 	118
	 	SECTION 9.05.	Survival	 	123
	 	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	 	123
	 	SECTION 9.07.	Severability	 	124
	 	SECTION 9.08.	Right of Setoff	 	124
	 	SECTION 9.09.	Governing Law; Jurisdiction; Etc	 	124
	 	SECTION 9.10.	WAIVER OF JURY TRIAL	 	125
	 	SECTION 9.11.	Judgment Currency	 	126
	 	SECTION 9.12.	Headings	 	126
	 	SECTION 9.13.	Treatment of Certain Information; No Fiduciary Duty; Confidentiality	 	126
	 	SECTION 9.14.	PATRIOT Act	 	128
	 	SECTION 9.15.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	 	128
	 	SECTION 9.16.	Certain ERISA Matters	 	128
	 	SECTION 9.17.	Acknowledgement Regarding Any Supported QFCs	 	131



 






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	SCHEDULE 1.01(a)	-	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)	-	Commitments
	SCHEDULE 1.01(c)	-	Industry Classification Group List
	SCHEDULE 3.11(a)	-	Material Indebtedness
	SCHEDULE 3.11(b)	-	Liens
	SCHEDULE 3.12(a)	-	Subsidiaries
	SCHEDULE 3.12(b)	-	Investments
	SCHEDULE 6.08	-	Transactions with Affiliates
	EXHIBIT A	-	Form of Assignment and Assumption
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Borrowing Request
	EXHIBIT D	-	Form of Commitment Increase Supplement


 






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SENIOR
SECURED REVOLVING CREDIT AGREEMENT, dated as of February 18, 2022 (this “Agreement”), among KAYNE ANDERSON BDC, INC.,
a Delaware corporation (the “Borrower”), the LENDERS party hereto and SUMITOMO MITSUI BANKING CORPORATION, as Administrative
Agent (as defined below).


 


ARTICLE
I


 


DEFINITIONS


 


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


 


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


 


“Adjusted Covered Debt
Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of Cash and Cash
Equivalents included in the Portfolio Investments held by the Obligors.


 


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


 


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


 


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


 


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


 


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


 


“Affiliate Agreements”
means (i) that certain Investment Advisory Agreement dated as of between the Borrower and the External Manager dated as of February 5,
2021 and (ii) that certain Administration Agreement dated as of February 5, 2021 between the Borrower and the External Manager.


 






     


     


    

 


“Agent-Selected Third-Party
Appraiser” shall mean any Approved Third-Party Appraiser or any other Independent nationally recognized third-party appraisal
firm identified by the Administrative Agent and consented to by the Borrower (such consent not to be unreasonably withheld or delayed).


 


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


 


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


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greater of (a) zero and (b) the highest of (i) the Prime Rate in effect on such
day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1% and (iii) the rate per annum equal to 1% plus
Term SOFR on such day (or, if such day is not a Business Day, the immediately preceding Business Day), for Dollar deposits with a term
of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or
successor therefor) as set forth above shall be effective from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or Term SOFR (or successor therefor), respectively.


 


“Anti-Corruption Laws”
has the meaning assigned to such term in Section 3.16.


 


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


 


“Applicable Margin”
means, as of any date of determination, the applicable percentage per annum set forth below determined by reference to the ratio of the
Borrowing Base to the Combined Debt Amount as of such date of determination:


 


	
    Borrowing Base to Combined Debt Amount
	Applicable Margin with respect to any ABR Loan	Applicable Margin with respect to any Eurocurrency Loan 	Applicable Margin with respect to any RFR Loan denominated in Sterling
	Borrowing Base is greater than or equal to 1.60 times the Combined Debt Amount	1.00% per annum	2.00% per annum plus the Eurocurrency Applicable Credit Adjustment Spread	2.00% per annum plus the RFR Applicable Credit Adjustment Spread
	Borrowing Base is less than 1.60 times the Combined Debt Amount	1.25% per annum	2.25% per annum plus the Eurocurrency Applicable Credit Adjustment Spread	2.25% per annum plus the RFR Applicable Credit Adjustment Spread


 






    
	 	2	Revolving Credit Agreement




     


    

 


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


 


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


 


“Approved Pricing Service”
means a pricing or quotation service either: (a) as set forth in Schedule 1.01(a) or (b) any other pricing or quotation service
designated in writing by the Borrower to the Administrative Agent.


 


“Approved Third-Party
Appraiser” means any Independent nationally recognized third-party appraisal firm (a) designated by the Borrower in writing
to the Administrative Agent and (b) reasonably acceptable to the Administrative Agent. It is understood and agreed that Houlihan Lokey
Howard & Zukin Capital, Inc., Duff & Phelps LLC, Murray, Devine and Company, Lincoln International LLC (formerly known as Lincoln
Partners LLC), Markit, Valuation Research Corporation and Alvarez & Marsal are acceptable to the Administrative Agent.


 



    
	 	3	Revolving Credit Agreement




     


    

 


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


 


“ASU” has
the meaning assigned to such term in Section 1.04.


 


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


 


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


 


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


 


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


 


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


 


“Base Rate Term SOFR
Determination Day” has the meaning specified in the definition of “Term SOFR”.


 


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


 






    
	 	4	Revolving Credit Agreement




     


    

 


“Benchmark”
means, initially, with respect to (a) Sterling, the Daily Simple RFR, and (b) each other Agreed Foreign Currency and Dollars, the Eurocurrency
Rate for such Currency; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the Daily Simple RFR or the Eurocurrency Rate for such Currency or the then-current Benchmark, then “Benchmark” means the
applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause
(a) or clause (b) of Section 2.20.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date; provided that, in the case of a Benchmark with respect to any obligations, interest,
fees, commissions or other amounts owing hereunder denominated in any currency other than Dollars or calculated with respect thereto,
the alternative set forth in clause (2) below:


 


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


 


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


 


provided that, in the
case of clause (1) of this definition, such Unadjusted Benchmark Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement
as determined pursuant to clause (1) or (2) of this definition would be less than the Floor, the Benchmark Replacement will be deemed
to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


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


 


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


 


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


 






    
	 	5	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    
	 	6	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    
	 	7	Revolving Credit Agreement




     


    

 


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


 


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


 


“BHC Act Affiliate”
has the meaning assigned to such term in Section 9.17.


 


“Board” means
the Board of Governors of the Federal Reserve System of the United States of America (or any successor).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that (a) when used in relation to a Eurocurrency Loan or a Eurocurrency Borrowing denominated in
a Currency or in the calculation or computation of the Eurocurrency Rate for such Currency, the term “Business Day” shall
also exclude any day that is not a Eurocurrency Banking Day for such Currency and (b) when used in relation to RFR Loans or any interest
rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in Sterling, the term “Business
Day” shall also exclude any day that is not an RFR Business Day.


 






    
	 	8	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


“Canadian Dollars”
means the single currency of Canada.


 


“Capital Call Facility”
means any debt facility of the Borrower secured to the extent permitted under Section 6.02(i), including the facility established
by the Credit Agreement, dated February 5, 2021, by and among the Borrower, the lenders from time to time party thereto and City National
Bank, as the administrative agent for the lenders (or any amendment, extension, renewal or replacement thereof, secured to the extent
permitted under Section 6.02(i)).


 


“Capital Lease Obligations”
of any Person means, subject to Section 1.04(b), 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 or Finance 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; provided that any obligations under a lease that
would not have been classified as a capital lease under GAAP prior to the adaption of the ASU shall not be treated as a capital lease
obligation under this Agreement or any other Loan Document.


 






    
	 	9	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(e) investments
in money market funds that invest primarily in investments of the type described in the immediately preceding clauses (a) through
(d) above (including as to credit quality and maturity);


 


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


 






    
	 	10	Revolving Credit Agreement




     


    

 


“Change in Control”
means the external manager of the Borrower is not the External Manager (or an Affiliate thereof).


 


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


 


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


 


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


 


“Collateral Agent”
means SMBC in its capacity as Collateral Agent for the Secured Parties under the Guarantee and Security Agreement and the other Loan Documents
and includes any successor Collateral Agent thereunder.


 






    
	 	11	Revolving Credit Agreement




     


    

 


“Combined Debt Amount”
means, as of any date, (i) the aggregate Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as
of such date) plus (ii) the aggregate amount of outstanding Designated Indebtedness (as such term is defined in the Guarantee and Security
Agreement) and, without duplication, the aggregate amount of unused commitments under any Designated Indebtedness (as such term is defined
in the Guarantee and Security Agreement).


 


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


 


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


 


“Commitment Termination
Date” means February 18, 2026.


 


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


 


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


 


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


 


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


 


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


 


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


 






    
	 	12	Revolving Credit Agreement




     


    

 


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


 


“Covered Entity”
has the meaning assigned to such term in Section 9.17.


 


“Covered Party”
has the meaning assigned to such term in Section 9.17(a).


 


“Currency”
means Dollars or any Foreign Currency.


 


“Currency Valuation
Notice” has the meaning assigned to such term in Section 2.10(b).


 


“Daily Simple RFR”
means, for any day (an “RFR Interest Day”), an interest rate per annum equal to for any RFR Loan denominated in Sterling,
the greater of (a) SONIA for the day (the “RFR Reference Day”) that is five (5) Business Days prior to (i) if such
RFR Interest Day is a Business Day, such RFR Interest Day or (ii) if such RFR Interest Day is not a Business Day, the Business Day immediately
preceding such RFR Interest Day and (b) 0.00%. If by 5:00 p.m., (London time), on the second Business Day immediately following any RFR
Reference Day, SONIA in respect of such RFR Reference Day has not been published on the SONIA Administrator’s Website and a Benchmark
Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then SONIA for such RFR Reference Day will be SONIA
as published in respect of the first preceding RFR Business Day for which SONIA was published on the SONIA Administrator’s Website;
provided that SONIA as determined pursuant to this sentence shall be utilized for purposes of calculating the Daily Simple RFR
for no more than three consecutive RFR Interest Days. Any change in Daily Simple RFR due to a change in SONIA shall be effective from
and including the effective date of such change in SONIA without notice to the Borrower.


 


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


 






    
	 	13	Revolving Credit Agreement




     


    

 


“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.


 


“Default Right”
has the meaning assigned to such term in Section 9.17.


 


“Defaulting Lender”
means, subject to Section 2.19(b), any Lender that as determined by the Administrative Agent, (a) has failed to (i) fund all or
any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination that
one or more conditions precedent to funding (each of which conditions precedent, together with the applicable default, if any, shall be
specifically identified in detail in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other
amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative
Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position
is based on such Lender’s reasonable determination that a condition precedent to funding (which condition precedent, together with
the applicable default, if any, shall be specifically identified in detail in such writing or public statement) cannot be satisfied),
(c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing
to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative
Agent and Borrower), or (d) Administrative Agent has received notification that such Lender has become, or has a direct or indirect parent
company that is, (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay
its debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) other than via an Undisclosed Administration,
the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor
or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct
or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding
or appointment or (iii) the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority or instrumentality so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or
such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)
through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
(subject to Section 2.19(b)) upon such determination (and the Administrative Agent shall deliver written notice of such determination
to the Borrower and each Lender).


 






    
	 	14	Revolving Credit Agreement




     


    

 


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


 


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


 


“Dollar Commitment”
means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Loans denominated in Dollars hereunder, expressed
as an amount representing the maximum aggregate amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment
may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Dollar Commitment
as of the Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Dollar Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Effective
Date is $75,000,000.00.


 


“Dollar Equivalent”
means, on any date of determination, with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be
required to purchase such amount of such Foreign Currency on the date two (2) Business Days prior to such date, based upon the spot selling
rate at which the Administrative Agent offers to sell such Foreign Currency for Dollars in the London foreign exchange market at approximately
11:00 a.m., London time, for delivery two (2) 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.


 


“Dollar Loan”
means a Loan denominated in Dollars.


 


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


 


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


 






    
	 	15	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02),
which date is February 18, 2022.


 


“Entitled Person”
has the meaning assigned to such term in Section 9.11.


 


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


 


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


 


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


 


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


 






    
	 	16	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Eurocurrency Applicable
Credit Adjustment Spread” means (a) with respect to any Interest Period for any Eurocurrency Loan denominated in Dollars that
is equal to one (1) month, 0.10%, (b) with respect to any Interest Period for any Eurocurrency Loan denominated in Dollars that is equal
to three (3) months, 0.10% and (d) with respect to any Interest Period for any Eurocurrency Loan that is not denominated in Dollars, zero
(0).


 


“Eurocurrency Banking
Day” means for Eurocurrency Loans, Eurocurrency Borrowings, interest, fees, commissions or other amounts denominated in, or
calculated with respect to:


 


(a) Dollars,
a U.S. Government Securities Business Day;


 






    
	 	17	Revolving Credit Agreement




     


    

 


(b) Euros,
a TARGET Day;


 


(c) Canadian
Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Toronto, Canada; or


 


(d) Japanese
Yen, any day (other than a Saturday or Sunday) on which banks are open for business in Tokyo, Japan.


 


“Eurocurrency Rate”
means, for any Interest Period:


 


(a) in
the case of Eurocurrency Borrowings denominated in Dollars, Term SOFR for such Interest Period;


 


(b) in
the case of Eurocurrency Borrowings denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate as administered
by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length
to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such
quotations as determined by the Administrative Agent from time to time; in each case, the “EURIBOR Screen Rate”) at
approximately 11:00 a.m. (Brussels time) two (2) Eurocurrency Banking Days for Euros prior to the first day of such Interest Period;


 


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


 


(d) in
the case of Eurocurrency Borrowings denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offered Rate as administered
by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person that takes over the administration of such rate) for a period
equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service
providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Tokyo time) two Eurocurrency
Banking Days for Japanese Yen prior to the first day of such Interest Period (the “TIBOR Screen Rate”);


 


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


 






    
	 	18	Revolving Credit Agreement




     


    

 


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


 


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


 


“External Manager”
means KA Credit Advisors, LLC.


 


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


 


“FASB” has
the meaning assigned to such term in Section 1.04.


 


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


 






    
	 	19	Revolving Credit Agreement




     


    

 


“FCA” means
the Financial Conduct Authority of the United Kingdom.


 


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


 


“Fee Letter”
means that certain Fee Letter, dated as of January 7, 2022, among the Borrower and the Administrative Agent.


 


“Final Maturity Date”
means February 18, 2027.


 


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


 


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


 


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


 


“Floor” means
the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to any applicable Benchmark. As of the Effective Date, the “Floor”
is 0.00% per annum.


 


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


 


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


 


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


 


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


 


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


 






    
	 	20	Revolving Credit Agreement




     


    

 


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


 


“Granting Lender”
has the meaning assigned to such term in Section 9.04(e).


 


“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; and “Guaranteed” has a meaning correlative thereto; provided that the term
Guarantee shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification
agreements entered into in the ordinary course of business, provided that such indemnification obligations are unsecured, such Person
has determined that any liability thereunder is remote and such indemnification obligations are not the functional equivalent of the guaranty
of a payment obligation of the primary obligor.


 


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


 


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


 


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


 


“IFRS” means
the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board
or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified
Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.


 






    
	 	21	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 






    
	 	22	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


“Interest Payment Date”
means (a) with respect to any ABR Loan or RFR Loan, each Quarterly Date, and (b) with respect to any Eurocurrency Loan, the
last day of each Interest Period therefor.


 


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


 


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


 






    
	 	23	Revolving Credit Agreement




     


    

 


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


 


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


 


“Investment Watch List”
means loans with a score of 6 or higher on the internal loan score model of the Borrower or its investment advisor, as may be updated
from time to time in accordance with the Borrower’s or its investment advisor’s, as applicable, ordinary course of business
policies.


 


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


 


“Japanese Yen”
means the lawful currency of Japan.


 


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


 


“Lead Arranger”
means SMBC.


 


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


 


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


 


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


 


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


 






    
	 	24	Revolving Credit Agreement




     


    

 


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


 


“Material Adverse Change”
means an event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.


 


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


 


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


 


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


 


“Multicurrency Commitment”
means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Loans denominated in Dollars and
in Agreed Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving
Multicurrency Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.
The amount of each Lender’s Multicurrency Commitment as of the Effective Date is set forth on Schedule 1.01(b), or in
the Assignment and Assumption pursuant to which such Lender shall have assumed its Multicurrency commitment, as applicable. The aggregate
amount of the Lenders’ Multicurrency Commitments as of the Effective Date is $200,000,000.00.


 


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


 


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


 


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


 


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


 






    
	 	25	Revolving Credit Agreement




     


    

 


“Net Cash Proceeds”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 






    
	 	26	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


“Other Covered Indebtedness”
means, collectively, Secured Longer-Term Indebtedness, Secured Shorter-Term Indebtedness and Unsecured Shorter-Term Indebtedness; provided
that “Other Covered Indebtedness” shall not include (i) any Capital Call Facility or (ii) any Other Permitted Indebtedness.


 


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


 


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


 






    
	 	27	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


“PATRIOT Act”
shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time in effect.


 


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


 


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


 






    
	 	28	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


“Periodic Term SOFR
Determination Day” has the meaning specified in the definition of “Term SOFR”.


 


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


 


“Permitted Liens”
means Other Permitted Liens and any other Liens permitted pursuant to Section 6.02.


 


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


 


“Permitted SBIC Guarantee”
means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that
the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an
impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause (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, vessel or other entity.


 


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


 


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


 






    
	 	29	Revolving Credit Agreement




     


    

 


“Portfolio Investment”
means any Investment held by the Obligors in their asset portfolio (and solely for purposes of determining the Borrowing Base, Cash and
Cash Equivalents).  Without limiting the generality of the foregoing, the following Investments shall not be considered Portfolio
Investments under this Agreement or any other Loan Document: (a) any Investment that has not been originated in compliance in all material
respects with the Investment Policy as in effect as of the date of its purchase; (b) any Investment by an Obligor in any Subsidiary, Affiliate
or joint venture of such Obligor (including any Joint Venture Investment or any Investment by an Obligor in an entity constituting a portfolio
investment of such Obligor or an Affiliate of such Obligor); (c) any Investment that provides in favor of an obligor in respect of such
Portfolio Investment an express right of rescission, set-off, counterclaim or any other defenses; (d) any Investment, which if debt, is
an obligation (other than a revolving loan or delayed draw term loan) pursuant to which any future advances or payments to the Obligor
may be required to be made by the applicable Obligor; (e) any Investment which is made to a bankrupt entity (other than a debtor-in-possession
financing and current pay obligations); (f) any Investment, Cash, Cash Equivalent or account in which a Financing Subsidiary has an interest;
and (g) any Investment that is not owned by an Obligor free and clear of any Liens (except Permitted Liens), including any Cash or Cash
Equivalents in which lenders under a Capital Call Facility have a Lien.


 


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


 


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


 


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


 


“QFC” has
the meaning assigned to such term in Section 9.17.


 


“QFC Credit Support”
has the meaning assigned to such term in Section 9.17.


 


“Quarterly Dates”
means the last Business Day of March, June, September and December in each year, commencing on March 31, 2022.


 


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


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Eurocurrency Rate for Dollars, 11:00 a.m.
(New York City time) on the day that is two (2) Eurocurrency Banking Days preceding the date of such setting, (2) if such Benchmark is
the Eurocurrency Rate for Euros, 11:00 a.m. (Brussels time) on the day that is two (2) Eurocurrency Banking Days preceding the date of
such setting, (3) if such Benchmark is the Eurocurrency Rate for Canadian Dollars, 10:00 a.m. (Toronto time) on the date of such setting,
(4) if such Benchmark is the Eurocurrency Rate for Japanese Yen, 11:00 a.m. (Tokyo time) on the day that is two Eurocurrency Banking Days
preceding the date of such setting, (5) if such Benchmark is Daily Simple RFR, four (4) RFR Business Days prior to such setting and (6)
if otherwise, the time determined by the Administrative Agent in its reasonable discretion.


 


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


 






    
	 	30	Revolving Credit Agreement




     


    

 


“Registration Statement”
means the Registration Statement filed by the Borrower with the Securities and Exchange Commission on September 11, 2020, as amended on
October 16, 2020, November 9, 2020 and March 11, 2021.


 


“Regulations D, T,
U and X” means, respectively, Regulation D, Regulation T, Regulation U and Regulation X of the Board, as the same may be modified
and supplemented and in effect from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 






    
	 	31	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


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


 


“RFR”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest
at a rate determined by reference to Daily Simple RFR for the applicable Currency.


 


“RFR Applicable Credit
Adjustment Spread” means, with respect to any RFR Loan, 0.1193%.


 


“RFR Business Day”
means, for any Loans, Borrowings, interest, fees, commissions or other amounts denominated in, or calculated with respect to Sterling,
any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.


 






    
	 	32	Revolving Credit Agreement




     


    

 


“RFR Interest Day”
has the meaning specified in the definition of “Daily Simple RFR”.


 


“RFR Reference Day”
has the meaning specified in the definition of “Daily Simple RFR”.


 


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


 


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


 


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


 


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


 


“SBA” means
the United States Small Business Administration.


 


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


 


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


 


“Screen Rate”
means each of the Term SOFR Reference Rate, the EURIBOR Screen Rate, the CDOR Screen Rate and the TIBOR Screen Rate.


 


“SEC” means
the United States Securities and Exchange Commission or any successor thereto.


 


“Second Currency”
has the meaning assigned to such term in Section 9.11.


 






    
	 	33	Revolving Credit Agreement




     


    

 


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


 


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


 






    
	 	34	Revolving Credit Agreement




     


    

 


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


 


“Senior Investment
Minimum Covenant” has the meaning set forth in Section 5.13(i).


 


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


 


“SMBC” means
Sumitomo Mitsui Banking Corporation.


 


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


 


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


 


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


 


“SONIA” means
a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.


 


“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for
the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“SPC” has
the meaning assigned to such term in Section 9.04(e).


 






    
	 	35	Revolving Credit Agreement




     


    

 


“SPE Subsidiary”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii) except
with respect to any activities permitted under clause (b)(ii) above, no Obligor has any contract, agreement, arrangement or understanding
with such passive holding company; and


 


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


 


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


 






    
	 	36	Revolving Credit Agreement




     


    

 


As of the Effective Date, Kayne
Anderson BDC Financing, LLC is an SPE Subsidiary.


 


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


 


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


 


“Specified Currency”
has the meaning assigned to such term in Section 9.11.


 






    
	 	37	Revolving Credit Agreement




     


    

 


“Specified Place”
has the meaning assigned to such term in Section 9.11.


 


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


 


“Sterling”
means the lawful currency of the United Kingdom.


 


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


 


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


 


“Supported QFC”
has the meaning assigned to such term in Section 9.17.


 


“TARGET Day”
means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (or any successor settlement
system as determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euros.


 


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


 






    
	 	38	Revolving Credit Agreement




     


    

 


“Term SOFR”
means,


 


(a) for
any calculation with respect to a Eurocurrency Loan denominated in Dollars, the Term SOFR Reference Rate for a tenor comparable to the
applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government
Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided,
however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate
for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term
SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR
Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was
published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three
(3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and


 


(b) for
any calculation with respect to an Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such
day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City
time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the
Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR
will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior
to such Base Rate SOFR Determination Day;


 


provided, further,
that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above)
shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.


 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion).


 


“Term SOFR Reference
Rate” means the forward-looking term rate based on SOFR.


 


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


 


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


 






    
	 	39	Revolving Credit Agreement




     


    

 


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


 


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


 


“Total Assets Concentration
Limitation” means, as of any date of determination, the amount by which the aggregate value of Equity Interests in Financing
Subsidiaries held by the Obligors as of such date of determination exceeds 10% of the Total Assets as of such date of determination.


 


“Total Secured Debt”
means, as of any date of determination, the aggregate amount of senior securities representing secured indebtedness of the Obligors as
of such date of determination, which, for the avoidance of doubt, shall not include any indebtedness under any Capital Call Facility.


 


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


 


“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 Eurocurrency Rate, Daily Simple RFR or the Alternate Base Rate.


 


“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.


 


“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.


 


“U.S. Special Resolution
Regimes” has the meaning assigned to such term in Section 9.17.


 


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


 






    
	 	40	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    
	 	41	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    
	 	42	Revolving Credit Agreement




     


    

 


SECTION 1.04. Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that (a) if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the
application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change
in GAAP or in the application thereof then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith
and (b) all leases that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness or adaptation
of the Accounting Standards Update No. 2016-02, Leases (Topic 842) (the “ASU”) shall continue to be accounted for as operating
leases for purposes of all definitions and calculations for the purposes of the Loan Documents hereunder, including without limitation,
the definition of “Capital Lease Obligations” (whether or not such operating lease obligations were in effect on such date)
notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise)
to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Loan Documents.  Whether
or not the Borrower may at any time adopt Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
Subtopic 825-10 (or successor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition
on a fair value basis pursuant to FASB Statement of Financial Accounting Standard No. 141(R) (or successor standard solely as it relates
to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis
that the Borrower has not adopted FASB Accounting Standards Codification Subtopic 825-10 (or such successor standard solely as it relates
to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, FASB Statement of Financial Accounting Standard
No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities). It is understood and agreed that the valuations
and other financial determinations included herein are solely for the purposes of this Agreement and, for financial reporting purposes,
the Borrower will use valuations as determined by or under the supervision of its board of directors and in accordance with its valuation
policies and procedures as required by the Investment Company Act.


 


SECTION 1.05. Currencies;
Currency Equivalents.


 


(a) Currencies
Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision
of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name
of such Currency is the same as it was on the Effective Date. Except as provided in Section 2.10(b) and the last sentence
of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing under the Multicurrency Commitments,
together with all other Borrowings under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing,
would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments,
(iii) the Revolving Credit Exposure, (iv) the Covered Debt Amount and (v) the Borrowing Base or the Value or the fair market
value of any Investment, the outstanding principal amount of any Borrowing that is denominated in any Foreign Currency or the Value or
the fair market value of any Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the
amount of the Foreign Currency of such Borrowing or Investment, as the case may be, determined as of the date of such Borrowing (determined
in accordance with the last sentence of the definition of the term “Interest Period”) or the date of valuation of such
Investment, as the case may be. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum
or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the
relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency). Without limiting
the generality of the foregoing, for purposes of determining compliance with any basket in Article 6, in no event shall the Borrower or
any of its Subsidiaries be deemed not to be in compliance with any such basket solely as a result of a change in exchange rates.


 






    
	 	43	Revolving Credit Agreement




     


    

 


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


 


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


 






    
	 	44	Revolving Credit Agreement




     


    

 


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


 


SECTION 1.07. Rates.
The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation
of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Daily Simple RFR, the
Eurocurrency Rate or any component definition thereof or rates referenced in the definition thereof, or any alternative, successor or
replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative,
successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence
of, or have the same volume or liquidity as, the Alternate Base Rate, the Daily Simple RFR, the Eurocurrency Rate or any other Benchmark
prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming
Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation
of the Alternate Base Rate, the Daily Simple RFR, the Eurocurrency Rate, any alternative, successor or replacement rate (including any
Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent
may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Daily Simple RFR, the
Eurocurrency Rate or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower,
any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.


 


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


 


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


 






    
	 	45	Revolving Credit Agreement




     


    

 


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


 


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


 


(c) Minimum
Amounts. Each Eurocurrency Borrowing and RFR Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of $1,000,000,
and each ABR Borrowing shall be in an aggregate 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. Borrowings
of more than one Class, Currency and Type may be outstanding at the same time.


 


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


 


(e) Treatment
of Classes. Notwithstanding anything to the contrary contained herein, with respect to each 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 Commitments represented by the Dollar Commitments and the Multicurrency Commitments,
respectively.


 






    
	 	46	Revolving Credit Agreement




     


    

 


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 (3) 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 (4) Business Days before the date of the proposed Borrowing, (iii) in the case of a RFR Borrowing,
not later than 11:00 a.m., New York City time, five (5) Business Days before the date of the proposed Borrowing or (iv) in the case
of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy or electronic mail 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 or pro rata pursuant to Section 2.02(e);


 


(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;


 


(v) in
the case of a Borrowing denominated in an Agreed Foreign Currency, whether such Borrowing is to be a Eurocurrency Borrowing or a RFR Borrowing;


 


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


 


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


 


(c) Notice
by the Administrative Agent to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03,
the Administrative Agent shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Loan to
be made as part of the requested Borrowing.


 


(d) Failure
to Elect. If no election as to the Currency of a 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; provided that, if the specified Agreed Foreign Currency
is Sterling, the requested Borrowing shall be a RFR Borrowing denominated in Sterling. 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 (other than Sterling), the Borrower shall be
deemed to have selected an Interest Period of one month’s duration.


 






    
	 	47	Revolving Credit Agreement




     


    

 


SECTION 2.04. [Reserved].


 


SECTION 2.05. [Reserved].


 


SECTION 2.06. Funding of
Borrowings.


 


(a) Funding
by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by (i) in the case of any Loan (other than an ABR Borrowing), 11:00 a.m. New York City time, and (ii) in the case
of any Loan that is an ABR Borrowing, 1:00 p.m. New York City time, in each case, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. 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.


 


(b) Presumption
by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed funding
deadline of any Borrowing set forth in clause (a) of this Section 2.06 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 clause (a) of this Section 2.06 and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal
Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph
shall relieve any Lender of its obligation to fulfill its commitments hereunder, and this paragraph shall be without prejudice to any
claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


SECTION 2.07. Interest Elections.


 


(a) Elections
by the Borrower for 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 2.07; 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 a different Type. The Borrower
may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders of the respective Class holding the Loans constituting such Borrowing, and the Loans constituting each such
portion shall be considered a separate Borrowing.


 






    
	 	48	Revolving Credit Agreement




     


    

 


(b) Notice
of Elections. To make an election pursuant to this Section 2.07, 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 mail 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 of Commitment) to which such Interest Election Request applies and, if different options are being
elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to subclauses (iii) and (iv) of this clause (c) 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).


 






    
	 	49	Revolving Credit Agreement




     


    

 


(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.


 


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


 


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


 


(b) Voluntary
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments of either Class of
Commitment; provided that (i) each reduction of the Commitments of a Class shall be in an amount that is $10,000,000 (or,
if less, the entire amount of the Commitments of such Class) or a larger multiple of $5,000,000 in excess thereof (or, if less, the entire
amount of the Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Commitments of either Class if,
after giving effect to any concurrent prepayment of the Loans of such Class in accordance with Section 2.10, the total Revolving
Credit Exposures of such Class would exceed the total Commitments of such Class.


 


(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 2.08 at least three (3) Business Days prior to the effective date
of such termination or reduction (or such later date as the Administrative Agent may agree), 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 2.08 shall be irrevocable; provided that a notice of
termination of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of
other credit facilities or any other transaction, in which case such notice may be revoked or extended by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not or will not be 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.


 






    
	 	50	Revolving Credit Agreement




     


    

 


(e) Increase
of the Commitments.


 


(i) Requests
for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each such
proposed increase being a “Commitment Increase”) upon notice to the Administrative Agent (who shall promptly notify
the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional
lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such
increase is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall
be a Business Day at least three (3) Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery
of such notice and at least thirty (30) days prior to the Commitment Termination Date; provided that:


 


(A) the
minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender,
as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as
the Administrative Agent may reasonably agree);


 


(B) immediately
after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $550,000,000;


 


(C) each
Assuming Lender shall be consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) to the extent
the consent of the Administrative Agent would be required in connection with an assignment to such Person under Section 9.04(b);


 


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


 


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


 


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


 






    
	 	51	Revolving Credit Agreement




     


    

 


(x) the
Administrative Agent shall have received on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date, 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, an agreement, substantially in the form attached hereto as Exhibit D (or such other form as shall
be reasonably satisfactory to the Borrower and the Administrative Agent), pursuant to which such Lender shall, effective as of such Commitment
Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, 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 the affected Class in full, (B) simultaneously borrow new Loans of such Class hereunder in an amount equal
to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing
from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be
subsequently borrowed from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall make and
receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans
of such Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders
(after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts, if any, payable under
Section 2.15 as a result of any such prepayment.


 






    
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SECTION 2.09. Repayment of
Loans; Evidence of Debt.


 


(a) Repayment.
The Borrower hereby unconditionally promises to pay the Loans of each Class to the Administrative Agent for account of the Lenders of
such Class the outstanding principal amount of the Loans of such Class on the Final Maturity Date.


 


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


 


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


 


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


 


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


 


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


 






    
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SECTION 2.10. Prepayment
of Loans.


 


(a) Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without
premium or penalty except for payments under Section 2.15, if any, subject to the requirements of this Section 2.10.


 


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


 


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


 


(ii) Prepayment.
If on the date of such determination the aggregate Revolving Multicurrency Credit Exposure exceeds 105% of the aggregate amount of the
Multicurrency Commitments as then in effect, the Borrower shall prepay the Multicurrency Loans within fifteen (15) Business Days following
the Borrower’s receipt of notice from the Administrative Agent pursuant to clause (b)(i) above in such amounts as shall be
necessary so that after giving effect thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency
Commitments.


 


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.


 


(c) Mandatory
Prepayments due to Borrowing Base Deficiency. In the event that at any time any Borrowing Base Deficiency shall exist, the Borrower
shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Loans or reduce Other
Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary
so that such Borrowing Base Deficiency is cured; provided that (i) the aggregate amount of such prepayment of Loans shall
be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (ii) if, within five (5)
Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present
the Administrative Agent with a reasonably feasible plan (determined by the Borrower in good faith) to enable such Borrowing Base Deficiency
to be cured within ten (10) Business Days (which 10-Business Day period shall include the five (5) Business Days permitted for delivery
of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with
such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within
such ten (10)-Business Day period; provided, further, that, if, within five (5) Business Days (or to the extent the
Borrower delivers a plan to the Administrative Agent in accordance with clause (ii) above, ten (10) Business Days) after delivery
of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Administrative Agent with
a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be
cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as
applicable, permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but
may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing
Base Deficiency is cured within such thirty (30)-Business Day period; provided, further that solely to the extent such Borrowing Base
Deficiency is due to the Borrower’s failure to satisfy the Senior Investment Minimum Covenant as a consequence of a decrease in
the Borrower’s Asset Coverage Ratio from one quarterly period to the next, such 30-Business Day period shall be extended to a 45-Business
Day period solely with respect to compliance with the Senior Investment Minimum Covenant.


 






    
	 	54	Revolving Credit Agreement




     


    

 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(e) [Reserved].


 


(f) Notices,
Etc. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or email) of any prepayment hereunder
(i) in the case of prepayment of a Eurocurrency Borrowing denominated in Dollars (other than in the case of a prepayment pursuant to Section
2.10(d)), not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of
prepayment of a Eurocurrency Borrowing denominated in a Foreign Currency (other than in the case of a prepayment pursuant to Section
2.10(d)), not later than 11:00 a.m., London time, four (4) Business Days before the date of prepayment, (iii) in the case of prepayment
of a RFR Borrowing (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., London time,
five (5) Business Days before the date of prepayment, (iv) in the case of prepayment of an ABR Borrowing (other than in the case of a
prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., New York City time, on the date of prepayment, or (v) in the
case of any prepayment pursuant to Section 2.10(d), not later than 11:00 a.m., New York City time, one Business Day before the
date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing
or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if (i) a notice of prepayment is given in connection with a conditional notice of termination of the Commitments
of a Class as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked
in accordance with Section 2.08 and (ii) any notice given in connection with Section 2.10(d) may be conditioned on the consummation
of the applicable transaction contemplated by such Section and the receipt by the Borrower or any such Subsidiary (other than a Financing
Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall
advise the affected Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted
in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount
of a mandatory prepayment. Each prepayment of a Borrowing of a Class of Commitments shall be applied ratably to the Loans held by the
Lenders of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.12 and shall be made in the manner specified in Section 2.09(b).


 






    
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SECTION 2.11. Fees.


 


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


 


(b) [Reserved].


 


(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.


 






    
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(d) Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative
Agent for distribution, in the case of commitment fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances
absent obvious error.


 


SECTION 2.12. Interest.


 


(a) ABR
Loans. The Loans constituting each ABR Borrowing 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 Eurocurrency Rate for
the related Interest Period for such Borrowing plus the Applicable Margin.


 


(c) RFR
Loans. The Loans constituting each RFR Borrowing shall bear interest at a rate per annum equal to the Daily Simple RFR plus
the Applicable Margin.


 


(d) Default
Interest. Notwithstanding the foregoing, if any Event of Default has occurred and is continuing and the Required Lenders have elected
to increase pricing, the interest rates applicable to Loans and any fee or other amount payable by the Borrower hereunder shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan that is past due, 2% plus
the rate otherwise applicable to such Loan as provided above, or (ii) in the case of any fee or other amount that is past due, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12.


 


(e) Payment
of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan in the Currency
in which such Loan is denominated and, in the case of Loans, upon the Termination Date; provided that (i) interest accrued pursuant
to paragraph (d) of this Section 2.12 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 Final Maturity Date), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Borrowing denominated
in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date
of such conversion.


 


(f) Computation.
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed (i) by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate and (ii) on Multicurrency Loans denominated in Sterling 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, Daily Simple RFR or Eurocurrency
Rate shall be determined by the Administrative Agent and such determination shall be conclusive absent manifest error.


 


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


 


(i) (A)
in the case of a Eurocurrency Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive and binding
upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for the
Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis)
for such Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent determines the Administrative Agent determines
that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR for the Affected Currency;


 






    
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(ii) (A)
in the case of a Eurocurrency Borrowing, the Administrative Agent shall have received notice from the Required Lenders of such Class of
Commitments that the Eurocurrency 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 or (B) in the case
of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple
RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included
in such RFR Borrowing; or


 


(iii) the
Administrative Agent shall have received notice from the Required Lenders of a Class that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for the Lenders of such Class to make, maintain or fund Loans whose interest is determined
by reference to the Eurocurrency Rate or the Daily Simple RFR, or to determine or charge interest rates based upon the Eurocurrency Rate
or the Daily Simple RFR;


 


then the Administrative Agent shall give written
notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as practicable
thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) any Interest Election Request that requests the conversion of any 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, (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, then (A) any Borrowing Request that requests a Eurocurrency Borrowing or RFR
Borrowing denominated in the Affected Currency shall be ineffective and (B) any outstanding Eurocurrency Borrowing or RFR Borrowing in
the Affected Currency, at the Borrower’s election, shall either (1) be converted into an ABR Borrowing denominated in Dollars (in
an amount equal to the Dollar Equivalent of such Affected Currency) (x) immediately in the case of a RFR Borrowing and, solely to the
extent the Lenders may not lawfully continue to maintain any Eurocurrency Borrowing, such Eurocurrency Borrowing, or, (y) in the case
of a Eurocurrency Borrowing that the Lenders may lawfully continue to maintain to the end of the applicable Interest Period, at the end
of such Interest Period, or (2) prepaid in full (x) immediately in the case of a RFR Borrowing and, solely to the extent the Lenders may
not lawfully continue to maintain any Eurocurrency Borrowing, such Eurocurrency Borrowing, or (y) in the case of a Eurocurrency Borrowing
that the Lenders may lawfully continue to maintain to the end of the applicable Interest Period, at the end of such Interest Period; provided
that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice in
the case of clauses (1)(x) or (2)(x) above or, in the case of clauses (1)(y) or (2)(y) above, the last day of the current Interest Period
for the applicable Eurocurrency Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above.


 






    
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SECTION 2.14. Increased Costs.


 


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


 


(i) impose,
modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining
the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to
eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory
loan, insurance charge or similar requirement against assets of, deposits with or for account of, or credit extended by, any Lender; or


 


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


 


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


 


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


 






    
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(c) Certificates
from Lenders. A certificate of a Lender setting forth in reasonable detail the basis for and the calculation of the amount or amounts,
in Dollars, necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or
(b) of this Section 2.14 shall be promptly delivered to the Borrower and shall be conclusive absent manifest error.
The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.


 


(d) Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.14 shall not
constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender pursuant to this Section 2.14 for any increased costs or reductions incurred more than six months prior
to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof.


 


(e) Certification.
Notwithstanding anything contained herein to the contrary, a Lender shall not be entitled to compensation pursuant to this Section 2.14
unless such Lender certifies in writing to the Borrower that it is imposing such charges or requesting such compensation from similarly
situated borrowers under comparable syndicated credit facilities as a matter of general practice and policy.


 


SECTION 2.15. Break Funding
Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan or RFR Loan other than on the last day of
an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (b) the
conversion of any Eurocurrency Loan other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (including, in connection with any Commitment
Increase Date, and regardless of whether such notice is permitted to be revocable under Section 2.10(f) and is revoked
in accordance herewith), or (d) the assignment as a result of a request by the Borrower pursuant to Section 2.18(b) of
any Eurocurrency Loan or RFR Loan other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and reasonable expense attributable to such event (excluding loss of anticipated profits), including
any loss, cost or expense arising from the liquidation or redeployment of funds. Payment under this Section 2.15 shall be
made upon request of a Lender delivered not later than five (5) Business Days following the payment, conversion, or failure to borrow,
convert, continue or prepay that gives rise to a claim under this Section 2.15 accompanied by a certificate of such Lender
setting forth in reasonable detail the basis for and the calculation of the amount or amounts that such Lender is entitled to receive
pursuant to this Section 2.15, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 






    
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SECTION 2.16. Taxes.


 


(a) Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Taxes, except as required by applicable law (as determined in the good faith
discretion of an applicable withholding agent); provided that if the Borrower shall be required to deduct any Taxes from such payments,
then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums payable under this Section 2.16) the Administrative
Agent or applicable Lender (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 and each Lender for and, within ten (10) Business Days after
written demand therefor, pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed
or asserted on or attributable to amounts payable under this Section 2.16) paid by the Administrative Agent or such Lender,
as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except to the extent
that any such Indemnified Taxes or Other Taxes arise as the result of the gross negligence or willful misconduct of the Administrative
Agent or such Lender. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


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


 


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


 






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


 


(ii) Without
limiting the generality of the foregoing:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(h) Treatment
of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it
has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 2.16, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.16 with respect
to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or any
Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund); provided that the Borrower, upon the request of the Administrative Agent or any Lender, 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 or any Lender in the event the Administrative Agent or any Lender is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this clause (h), in no event will the Administrative Agent or any Lender be required
to pay any amount to Borrower pursuant to this clause (h), the payment of which would place such Person in a less favorable net
after-Tax position than such Person would have been in if the indemnification payments or additional amounts giving rise to such refund
had never been paid. This subsection shall not be construed to require the Administrative Agent 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.


 






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


 


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


 


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


 






    
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Notwithstanding the foregoing
provisions of this Section 2.17, if, after the making of any Borrowing in any Foreign Currency, currency control or exchange regulations
are imposed in the country which issues such currency with the result that the type of currency in which the Borrowing was made (the “Original
Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders
in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars
in an amount equal to the Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto
that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.


 


(b)
Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest and fees of a Class of Commitments then due hereunder, such funds shall be applied
(i) first, to pay interest and fees of such Class then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of interest and fees of such Class then due to such parties, and (ii) second, to pay principal of such Class then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal 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 of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the
Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08
shall be applied to the respective Commitments of the Lenders of such Class of Commitments, pro rata according to the amounts of their
respective Commitments of such Class of Commitments; (ii) each Borrowing of a Class of Commitments shall be allocated pro rata among
the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or
their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans);
(iii) each payment or prepayment of principal of Loans of a Class of Commitments by the Borrower shall be made for account of the
Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class of
Commitments held by them; and (iv) each payment of interest on Loans of a Class of Commitments by the Borrower shall be made for
account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of
Commitments then due and payable to the respective Lenders.


 


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


 



    
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(e)
Presumptions of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date
on which any payment is due to the Administrative Agent for account of the Lenders 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 the amount due. In such event, if the Borrower has not in fact made such payment, then each
of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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.


 


SECTION 2.18. Mitigation
Obligations; Replacement of Lenders.


 


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


 



    
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(b)
Replacement of Lenders. If (x) any Lender requests compensation under Section 2.14, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.16
and, in each case, such Lender has not designated a different lending office in accordance with clause (a) above, (y) any Lender
becomes a Defaulting Lender or (z) any Lender is a Non-Consenting Lender, then, in each case, 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(b)), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) such assignment is permitted under Section 9.04(b), (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) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14
or payments required to be made pursuant to Section 2.16, such assignment is resulting in, or reasonably expected at the time
of such assignment request to result in, a reduction in such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower
to require such assignment and delegation cease to apply.


 


SECTION 2.19. Defaulting
Lenders.


 


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


 


(i) Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such
Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by Administrative
Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second,
as Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; third, if so determined by Administrative
Agent and Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of
such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, to the payment
of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans for which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time
when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans
of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until
such time as all Loans are held by the Lenders pro rata in accordance with the applicable Commitments. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 



    
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(ii)
Certain Fees. No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.11(a) for any period
during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender).


 


(b)
Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting
Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that such former Defaulting
Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the applicable
Commitments, and if cash collateral has been posted with respect to such Defaulting Lender, the Administrative Agent will promptly return
or release such cash collateral to the Borrower, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having
been a Defaulting Lender.


 


SECTION 2.20. Effect of Benchmark
Transition Event.


 


(a)
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark for a Currency, then (x) if a Benchmark Replacement for such Currency is determined in accordance with clause (1) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any
amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement
is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,
such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect
of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark
Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or
any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark
Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, in the case of
a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders.


 



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


 


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


 


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


 



    
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(e)
Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower may revoke any request for a Eurocurrency Borrowing or RFR Borrowing of, conversion to or continuation of Eurocurrency
Loans in each Affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) in
the case of a request for a Dollar Borrowing, the Borrower will be deemed to have converted such request into a request for a Borrowing
of or conversion to an ABR Loan, and (ii) in the case of a request for a Eurocurrency Borrowing other than in Dollars or a RFR Borrowing,
then (A) any Borrowing Request that requests a Eurocurrency Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective
and (B) any outstanding Eurocurrency Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election, shall either
(1) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency)
immediately in the case of a RFR Borrowing, or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period,
or (2) prepaid in full immediately in the case of a RFR Borrowing or, in the case of a Eurocurrency Borrowing, at the end of the applicable
Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt
by the Borrower of such notice or, in the case of a Eurocurrency Borrowing, the last day of the current Interest Period for the applicable
Eurocurrency Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based
upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base
Rate.


 


ARTICLE
III



REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and
warrants to the Lenders that:


 


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


 


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


 



    
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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 this Agreement or the Security Documents, (b) will
not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries
or any order of any Governmental Authority, (c) will not violate or result in a default in any material respect under any indenture,
agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require
any payment to be made by any such Person and (d) except for the Liens created pursuant to this Agreement or the Security Documents,
will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.


 


SECTION 3.04. Financial Condition;
No Material Adverse Change.


 


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


 


(b)
No Material Adverse Change. Since the date of the most recent Applicable Financial Statements, there has not been any Material
Adverse Change.


 


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


 


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


 



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


 


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


 


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


 


SECTION 3.10. Investment
Company Act; Margin Regulations.


 


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


 


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


 


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


 


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


 



    
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SECTION 3.11. Material Indebtedness
and Liens.


 


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


 


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


 


SECTION 3.12. Subsidiaries
and Investments.


 


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


 


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


 


SECTION 3.13. Properties.


 


(a)
Title Generally. Each of the Borrower and the Subsidiary Guarantors has good title to, or valid leasehold interests in,
or other rights to use, 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 and except as
could not reasonably be expected to result in a Material Adverse Effect.


 


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


 



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


 


SECTION 3.15. Sanctions.


 


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


 


(b)
The Borrower (or to the extent not implemented by the Borrower on its behalf, each of its Subsidiaries) has implemented and maintains
in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,
officers, employees and investment advisors with Anti-Corruption Laws and applicable Sanctions in all material respects. The Borrower,
its Subsidiaries and to the knowledge of the Borrower, their respective employees, officers, directors and agents (acting on their behalf),
are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.


 


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


 


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


 



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


 


ARTICLE
IV



CONDITIONS


 


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


 


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


 


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


 


(ii)
Opinion of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of Paul Hastings LLP, New York counsel for the Borrower (and the Borrower hereby instructs such counsel
to deliver such opinion to the Lenders and the Administrative Agent).


 


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


 


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


 


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


 


(vi)  
Control Agreement. An account control agreement, duly executed and delivered by the Borrower, the Collateral Agent and U.S.
Bank


 


(vii) Borrowing Base
Certificate. A Borrowing Base Certificate showing a calculation of the Borrowing Base as of the Effective Date with the Value of
each Portfolio Investment determined as of January 20, 2022.


 



    
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(b)
Liens. The Administrative Agent shall have received results of a recent lien search in the respective jurisdictions of organization
or formation, as applicable, of the Borrower and the Subsidiary Guarantors, confirming that each financing statement in respect of the
Liens in favor of the Collateral Agent created pursuant to the Security Documents is otherwise prior to all other financing statements
or other interests reflected therein (other than any financing statement or interest in respect of liens permitted under Section 6.02
or Liens to be discharged, or with respect to which arrangements to discharge such Lien have been made, on or prior to the Effective Date
pursuant to documentation satisfactory to the Administrative Agent). All UCC financing statements and similar documents required to be
filed in order to create in favor of the Collateral Agent, for the benefit of the Lenders, a first priority perfected security interest
in the Collateral (to the extent that such a security interest may be perfected by a filing under the Uniform Commercial Code) shall have
been authorized to be filed in each jurisdiction where the Borrower or any Subsidiary Guarantor is incorporated or formed, as applicable.


 


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


 


(d)
Fees and Expenses. The Borrower shall have paid in full to the Administrative Agent all fees and expenses required to be
paid on the Effective Date under this Agreement and the Fee Letter, and invoiced, in the case of expenses, at least two (2) Business Days
prior to the Effective Date, which may be net from any Borrowing made on the Effective Date.


 


(e)
PATRIOT Act. The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Effective Date,
all documentation and other information required by bank regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including the PATRIOT Act.


 


SECTION 4.02. Each Credit
Event. The obligation of each Lender to make any Loan is additionally subject to the satisfaction of the following conditions:


 


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


 


(b)
at the time of and immediately after giving effect to such Loan, no Default shall have occurred and be continuing; and


 


(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 Investments or
payment of outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such
time.


 



    
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Each Borrowing (other than a
conversion or continuation of Loans) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as
to the matters specified in the preceding sentence.


 


ARTICLE
V



AFFIRMATIVE COVENANTS


 


Until the Commitments have expired
or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, 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 ninety (90) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements
of income and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case, in comparative
form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing to the
effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations
of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that the requirements
set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower
to the SEC on Form 10-K for the applicable fiscal year;


 


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


 



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


 


(d)
as soon as available and in any event not later than twenty (20) days after the end of each monthly accounting period (ending on
the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such
accounting period; provided that (x) if during such monthly accounting period the Borrower has declared or made any Restricted Payment
pursuant to Section 6.05(d), such Borrowing Base Certificate shall include a description of each such Restricted Payment and a certification
from a Financial Officer that the conditions set forth in Section 6.05(d) were satisfied on the date of each such Restricted Payment and
(y) if during such monthly accounting period the Obligors sell, transfer (including a deemed transfer resulting from a division or plan
of division) or otherwise Dispose of Investments to a Financing Subsidiary as described under Section 6.03(e), such Borrowing Base Certificate
shall include a description of such dispositions and a certification from a Financial Officer that the conditions set forth in Section
6.03(e) were satisfied on the date of each such disposition;


 


(e)
promptly but no later than five (5) Business Days after any Responsible Officer of the Borrower shall at any time have knowledge
that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date such Responsible Officer of the Borrower has knowledge
of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date such Responsible Officer of the
Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business
Day prior to such date;


 


(f)  
promptly upon receipt thereof copies of all significant reports submitted by the Borrower’s independent public accountants
in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control
systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower
(to the extent information contained in any such report (i) does not constitute non-financial trade secrets or non-financial proprietary
information, (ii) is not subject to attorney-client or similar privilege and does not constitute attorney work product and (iii) is not
otherwise confidential or would not result in a breach, default or termination of any contractual obligation binding on the Borrower or
any of its Subsidiaries); provided that the Borrower shall notify the Administrative Agent that it is withholding such document
or other information in accordance with this parenthetical);


 



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


 


(h)
promptly following any material change to the internal loan score model of the Borrower or its investment advisor used to determine
the Watch List, a written description of such change; and


 


(i)   
promptly following any request therefor, such other information regarding the operations, business affairs and financial condition
of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative
Agent or any Lender may reasonably request, including such documents and information requested by the Administrative Agent or any Lender
that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering
and similar rules and regulations and related policies and procedures (to the extent information contained in any such report (i) does
not constitute non-financial trade secrets or non-financial proprietary information, (ii) is not subject to attorney-client or similar
privilege and does not constitute attorney work product and (iii) is not otherwise confidential or would not result in a breach, default
or termination of any contractual obligation binding on the Borrower or any of its Subsidiaries); provided that the Borrower shall
notify the Administrative Agent that it is withholding such document or other information in accordance with this parenthetical).


 


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


 


(k)
Notwithstanding anything to the contrary herein, the requirements to deliver documents set forth in Section 5.01(a), (b)
and (g) will be fulfilled by filing by the Borrower of the applicable documents for public availability on the SEC’s Electronic
Data Gathering and Retrieval system.


 



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


 


(a)
the occurrence of any Default or Event of Default;


 


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


 


(c)
the occurrence of any ERISA Event that, along or together with any other ERISA Events that have occurred after the Effective Date,
could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000.


 


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


 


Each notice delivered under
this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting
forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


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


 


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


 


SECTION 5.05. Maintenance
of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, (a) keep
and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted,
other than as could not reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in
the same or similar businesses operating in the same or similar locations.


 



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


 


SECTION 5.07. Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the
Investment Company Act, and orders of any Governmental Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality
of the foregoing, the Borrower will, and will cause its Subsidiaries to, conduct its business and other activities in compliance in all
material respects with the provisions of the Investment Company Act and any applicable rules, regulations or orders issued by the Securities
and Exchange Commission thereunder. The Borrower (or to the extent not implemented by the Borrower on its behalf, each of its Subsidiaries)
shall maintain in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their
respective directors, officers, employees and investment advisors with Anti-Corruption Laws and applicable Sanctions in all material respects.


 


SECTION 5.08. Certain Obligations
Respecting Subsidiaries; Further Assurances.


 


(a)
Subsidiary Guarantors. In the event that the Borrower or any Subsidiary Guarantor shall form or acquire any new Subsidiary
(other than a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or a Subsidiary of a Foreign Subsidiary) the Borrower
will within thirty (30) days thereof (or such longer period as shall be reasonably agreed to by the Administrative Agent) cause such new
Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement
pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions
of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective
Date or as the Administrative Agent shall have reasonably requested.


 


(b)
Ownership of Subsidiaries. Except to the extent otherwise permitted under Section 6.03, the Borrower will, and will
cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is
a wholly owned Subsidiary.


 



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


 


SECTION 5.09. Use of Proceeds.
The Borrower will use the proceeds of the Loans only for general corporate purposes of the Borrower, including the acquisition and funding
(either directly or through one or more wholly-owned Subsidiaries) of leveraged loans, mezzanine loans, high-yield securities, convertible
securities, preferred stock, common stock and other Investments and, subject to Section 6.16, payments under a Capital Call Facility;
provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds.
No part of the proceeds of any Loan will be used in violation of (a) applicable law or, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any Margin Stock or (b) Section 3.16. Margin Stock shall be purchased
by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock, or with the proceeds of equity
capital of the Borrower.


 


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


 



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


 


SECTION 5.12. Portfolio Valuation
and Diversification Etc.


 


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


 


(b)
Portfolio Valuation Etc.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    
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(B)
Unquoted Investments - External Review. With respect to each Portfolio Investment for which market quotations are not readily
available (each, an “Unquoted Investment”), the Borrower shall assign a value to each Unquoted Investment as of the
last day of each fiscal quarter (each, a “Testing Quarter”); provided that the Borrower shall request an Approved
Third-Party Appraiser to assist the board of directors of the Borrower in determining the fair market value as of the last day of each
Testing Quarter of (x) no less than 25% of the aggregate number of all Unquoted Investments; (y) each Unquoted Investment that is on the
Borrower’s Investment Watch List as of the last day of such Testing Quarter and (z) each Unquoted Investment acquired during the
fiscal quarter ending immediately prior to the Testing Quarter; provided, further, that:


 


(x) the
Value of any such Unquoted Investment acquired during a fiscal quarter shall be deemed to be equal to the cost of such Unquoted Investment
until such time as the fair market value of such Unquoted Investment is determined in accordance with the foregoing provisions of this
subclause (B); and


 


(y) the
Value of any Unquoted Investment for which an Approved Third-Party Appraiser has not assisted the Borrower in determining the fair market
value of such Unquoted Investment during the four immediately preceding Testing Quarters shall be zero until the fair market value of
such Unquoted Investment shall have been determined by an Approved Third-Party Appraiser.


 


(C)
Internal Review. The Borrower shall conduct internal reviews of all Portfolio Investments at least once each calendar week
which shall take into account any events of which any Responsible Officer of the Borrower has knowledge that adversely affect the value
of the Portfolio Investments. If the value of any Portfolio Investment as most recently determined by the Borrower pursuant to this Section 5.12(b)(ii)(C)
is lower than the value of such Portfolio Investment as most recently determined pursuant to Section 5.12(b)(ii)(A) and
(B), such lower value shall be deemed to be the “Value” of such Portfolio Investment for purposes hereof.


 


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


 



    
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(E)
Testing of Values.


 


(x) In
the second calendar month immediately following the end of each fiscal quarter (the last such fiscal quarter is referred to herein as,
the “Testing Period”), the Administrative Agent shall cause an Agent-Selected Third-Party Appraiser to value such number
of Unquoted Investments (selected by the Administrative Agent) that collectively have an aggregate Value approximately equal to the Calculation
Amount. The Administrative Agent agrees to notify the Borrower of the Unquoted Investments selected by the Administrative Agent to be
tested in each Testing Period. If there is a difference between the Borrower’s valuation and the Agent-Selected Third-Party Appraiser’s
valuation of any Unquoted Investment, the Value of such Unquoted Investment for Borrowing Base purposes shall be established as set forth
in subclause (F) of this Section 5.12(b)(ii).


 


(y) For
the avoidance of doubt, the valuation of any Agent-Selected Third-Party Appraiser will not be as of, or delivered at, the end of any fiscal
quarter. Any such valuation would be as of the end of the second calendar month immediately following any fiscal quarter and shall be
reflected in the Borrowing Base Certificate for such month if such Agent-Selected Third-Party Appraiser delivers such valuation at least
seven (7) Business Days before the twentieth (20th) day after the end of the applicable monthly accounting period and, if such
valuation is delivered after such time, it shall be included in the Borrowing Base Certificate for the following monthly period and applied
to the then applicable balance of the related Portfolio Investment.


 


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


 


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


 



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


 


SECTION 5.13. Calculation
of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of
determination, as the sum of the Advance Rates of the Value of each Portfolio Investment; provided that:


 


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


 


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


 


(c)
the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification
Group that exceeds 25% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the aggregate
amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;


 


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


 


(e)
the portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine
Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 15%;


 


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


 


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


 



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


 


(i)  (i) if any time the Borrower Asset Coverage Ratio is greater than or equal to 200% but less than 225%, the portion of the Borrowing
Base attributable to Portfolio Investments other than Performing First Lien Bank Loans shall not exceed 50.0% and (ii) if at any time
the Borrower Asset Coverage Ratio is greater than or equal to 225%, the portion of the Borrowing Base attributable to Portfolio Investments
other than Performing First Lien Bank Loans shall not exceed 55.0% (this provision referred to herein as the “Senior Investment
Minimum Covenant”).


 


As used in this Section 5.13,
the following terms have the following meanings:


 


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


 


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



 


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


 



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


 


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


 


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


 


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


 


“First Lien Bank Loan”
means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest (subject to Liens for
“ABL” revolvers and customary encumbrances) on not less than a substantial portion of the assets of the respective borrower
and guarantors obligated in respect thereof; provided that any First Lien Bank Loan that is also a First Lien First Out Bank Loan
or a Unitranche Loan shall be treated for purposes of determining the applicable Advance Rate as a Unitranche Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


“Second Lien Bank Loan”
means a Bank Loan that is entitled to the benefit of a second lien and second priority perfected security interest (subject to customary
encumbrances) on specified assets, or not less than a substantial portion, of the respective borrower and guarantors obligated in respect
thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


provided
that the Value of any Portfolio Investment of the Borrower and its Subsidiaries shall be increased by the net unrealized gain as at the
date such Value is determined of any Hedging Agreement entered into to hedge risks associated with such Portfolio Investment and reduced
by the net unrealized loss as at such date of any such Hedging Agreement (such net unrealized gain or net unrealized loss, on any date,
to be equal to the aggregate amount receivable or payable under the related Hedging Agreement if the same were terminated on such date);
provided further, that if at any date the value of any Portfolio Investment is less than zero, then the “Value” of
such Portfolio Investment as at such date shall be deemed to be zero for purposes of this Agreement.


 


ARTICLE
VI



NEGATIVE COVENANTS


 


Until the Commitments have expired
or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants
and agrees with the Lenders that:


 


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


 


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


 


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


 



    
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(c)
Other Permitted Indebtedness;


 


(d)
Guarantees of Indebtedness otherwise permitted hereunder;


 


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


 


(f)  
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)
Secured Shorter-Term Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount
(determined at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed the greater of (A) $19,000,000
and (B) 5% of Shareholders’ Equity, (iii) the aggregate amount of such Indebtedness, taken together with other then-outstanding
Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(b) and (c), and (iv)
prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount does not or would not
exceed the Borrowing Base then in effect;


 


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


 


(j) Permitted SBIC Guarantees;


 


(k)
Any SBIC Equity Commitment or analogous commitment;


 


(l) Unsecured
Shorter-Term Indebtedness (other than Special Unsecured Indebtedness that would otherwise constitute Unsecured Shorter-Term Indebtedness)
so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount (determined at the time of the incurrence
of such Indebtedness) of such Indebtedness does not exceed $250,000,000, (iii) the aggregate amount (determined at the time of the
incurrence of such Indebtedness) of such Indebtedness, taken together with then-outstanding Special Unsecured Indebtedness incurred
pursuant to Section 6.01(m), does not exceed $500,000,000, (iv) the aggregate amount of such Indebtedness, taken together with
other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b)
and (c), and (v) prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount
does not or would not exceed the Borrowing Base then in effect;


 


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


 



    
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(n)
Indebtedness under any Capital Call Facility not to exceed the lesser of (i) $175,000,000 and (ii) the undrawn capital commitments
of the equity holders of the Borrower; and


 


(o)
other Indebtedness not to exceed the greater of (i) $19,000,000 and (ii) 5% of Shareholders’ Equity at any time outstanding;


 


provided that, anything herein
to the contrary notwithstanding, for purposes of determining compliance with this Section 6.01, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (o) of this
Section 6.01, the Borrower, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence,
creation or assumption or later reclassify such item of Indebtedness, in any manner that complies with this Section 6.01, so long as such
Indebtedness (or any portion thereof) is permitted to be incurred, created or assumed pursuant to such provision at the time of reclassification.


 


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


 


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


 


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


 


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


 


(d)
Liens securing Indebtedness or other obligations in an aggregate principal amount not exceeding the greater of (i) $19,000,000
and (ii) 5% of Shareholders’ Equity at any one time outstanding (which may cover Portfolio Investments, but only to the extent released
from the Lien in favor of the Collateral Agent pursuant to Section 10.03 of the Guarantee and Security Agreement), so long as at the time
of incurrence of such Indebtedness or other obligations, the aggregate amount of Indebtedness permitted under clauses (a), (b), (h), (l)
and (m) of Section 6.01, does not exceed the lesser of (i) the Borrowing Base and (ii) the amount required to comply with the provisions
of Section 6.07(b) and (c);


 



    
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(e)
Other Permitted Liens;


 


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


 


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


 


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


 


(i) Liens on the capital commitments of the equity holders of the Borrower and assets related thereto in connection with any Indebtedness
permitted under Section 6.01(n) (including any account pledged to the agent or lenders in respect to such Indebtedness but excluding
any Portfolio Investments, any proceeds of any Portfolio Investments and any cash or other property that has been credited to a Pledged
Account (as defined in the Guarantee and Security Agreement)).


 


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


 


Notwithstanding the foregoing
provisions of this Section:


 


(a)
any Subsidiary Guarantor may be merged or consolidated with or into the Borrower or any other Subsidiary Guarantor; provided
that if any such transaction shall involve a wholly owned Subsidiary Guarantor (and not the Borrower), a wholly owned Subsidiary Guarantor
shall be the continuing or surviving entity;


 



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


 


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


 


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


 


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


 


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


 


(g)
the Borrower and each of the Subsidiary Guarantors may sell, lease, transfer (including a deemed transfer resulting from a division
or plan of division) or otherwise dispose of equipment or other property or assets that do not consist of 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.


 



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


 


(a)
operating deposit accounts with banks;


 


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


 


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


 


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


 


(e)
Investments in Financing Subsidiaries so long as, (i) after giving effect to such Investment, either (A) the amount by which
the Borrowing Base exceeds the Covered Debt Amount immediately prior to such Investment is not diminished as a result of such Investment
or (B) the Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount and (ii)
the sum of (x) all Investments under this clause (e) that occur after the Commitment Termination Date and (y) all Investments under
clause (f) below that occur after the Commitment Termination Date, shall not exceed (A) the greater of (i) $9,200,000 and (ii)
2.5% of Shareholders’ Equity at any time outstanding or (B) so long as the ratio obtained by dividing the Borrowing Base by the
Covered Debt Amount after giving effect to any Investment under this clause (e) (together with any related disposition under Section
6.03(e) and any mandatory prepayment under Section 2.10(d)(i)) is greater than or equal to the ratio obtained by dividing the
Borrowing Base by the Covered Debt Amount (immediately prior to such Investment), the greater of (i) $19,000,000 and (ii) 5.0% of Shareholders’
Equity at any time outstanding;


 


(f)  
additional Investments up to but not exceeding the greater of (i) $11,040,000 and (ii) 3.0% of Shareholders’ Equity at any
time outstanding in the aggregate; provided that no Investments shall be permitted under this clause (f) following the Commitment
Termination Date upon the sum of (x) all Investments under this clause (f) that occur after the Commitment Termination Date and
(y) all Investments under clause (e) above that occur after the Commitment Termination Date equaling or exceeding the greater of
(i) $9,200,000 and (ii) 2.5% of Shareholders’ Equity at any time outstanding in the aggregate;


 


(g)
Investments in Cash and Cash Equivalents;


 


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


 


(i)  [Reserved];


 



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


 


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


 


For purposes of clauses (e) and
(f) of this Section 6.04, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the
aggregate amount of cash, together with the aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise
invested that gives rise to such Investment minus (B) the aggregate amount of dividends, distributions or other payments received
in cash in respect of such Investment; provided that in no event shall the aggregate amount of such Investment be deemed to be
less than zero; the amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased
by any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed
or otherwise paid out.


 


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


 


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


 


(b)
dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in
any taxable year of the Borrower in amounts not to exceed the amount that is determined in good faith by the Borrower to be required to
(i) maintain the status of the Borrower as a RIC for U.S. federal income tax purposes, and (ii) avoid federal income and excise
taxes for such taxable year or for the previous taxable year imposed by Section 4982 and/or Section 852(b) of the Code;


 


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


 


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


 


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


 



    
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(d)
other Restricted Payments so long as on the date of such other Restricted Payment and after giving effect thereto (x) the
Covered Debt Amount does not exceed 90% of the Borrowing Base and (y) no Default shall have occurred and be continuing or would result
therefrom.


 


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


 


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


 


SECTION 6.07. Certain Financial
Covenants.


 


(a)
Minimum Shareholders’ Equity. The Borrower will not permit Shareholders’ Equity at the last day of any fiscal
quarter of the Borrower to be less than $265,000,000, plus 50% of the net proceeds of the sale of Equity Interests by the Borrower
and its Subsidiaries after the Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).


 


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


 


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


 


(d)
Net Worth. The Borrower will not permit the Obligors’ Net Worth at the last
day of any fiscal quarter of the Borrower to be less than $175,000,000.


 



    
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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 except (a) transactions in the ordinary course of business (it being agreed that affiliate transactions that are expressly
permitted to be undertaken by a “business development company” under the Investment Company Act and the rules and regulations
promulgated thereunder will be deemed to be in the ordinary course of business for purposes of this Section 6.08) at prices and on terms
and conditions not materially less favorable to the Borrower or such Subsidiary (other than a SBIC Subsidiary) than could be obtained
on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries
not involving any other Affiliate, (c) Restricted Payments permitted by Section 6.05, (d) the transactions provided
in the Affiliate Agreements, (e) transactions described on Schedule 6.08, (f) any Investment that results in the creation
of an Affiliate, (g) transactions between or among the Obligors and any SBIC Subsidiary or any “downstream affiliate” (as
such term is used under the rules promulgated under the Investment Company Act) company of an Obligor at prices and on terms and conditions,
taken as a whole, not materially less favorable to the Obligors than could be obtained at the time on an arm’s-length basis from
unrelated third parties or (h) transactions approved by a majority of the independent members of the board of directors of the Borrower.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


SECTION 6.14. Financing Statements.
Except as otherwise permitted under Section 6.02, the Borrower will not, nor will it permit any Subsidiary Guarantor to, file or
suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument
with respect to any of the Collateral in which the Collateral Agent is not named as the sole Collateral Agent for the benefit of the Secured
Parties other than any financing statement or like instrument in respect of a Lien not prohibited by the provisions of any Loan Document.


 


SECTION 6.15. 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 recourse to any Obligor under any Permitted SBIC Guarantee.


 


SECTION 6.16. Capital Call
Facility. The Borrower will not, nor will it permit any other Obligor to, to, make any payment or prepayment of the principal or any
other amount owing in respect of any Capital Call Facility from the proceeds of the Collateral, except (a) regularly scheduled payments
of interest and fees if (i) no Default relating to clause (a), (b) or (i) of Article VII or Event of Default shall have occurred and be
continuing and (ii) the Covered Debt Amount does not exceed the Borrowing Base after giving effect to such payment and (b) other amounts
if (i) no Default relating to clause (a), (b) or (i) of Article VII or Event of Default shall have occurred and be continuing and (ii)
the Covered Debt Amount does not exceed 90% of the Borrowing Base after giving effect to such payment; provided, that for the avoidance
of doubt, this Section 6.16 shall not restrict the ability of any Obligor to make any payment under any Capital Call Facility
from amounts that do not constitute Collateral.


 



    
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ARTICLE
VII



EVENTS OF DEFAULT


 


If any of the following events
(each, an “Event of Default”) shall occur and be continuing:


 


(a)
the Borrower shall fail to pay any principal of any Loan 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 (including, for the avoidance of doubt, any failure to pay all principal
on the Loans in full on the Final Maturity Date);


 


(b)
the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article VII) 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 (5) or more Business Days;


 


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


 


(d)
the Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.03
(with respect to the Borrower’s existence) or Sections 5.08(a) and (b) or in Article VI or any Obligor
shall default in the performance of any of its obligations contained in Sections 3 and 7 of the Guarantee and Security Agreement
or (ii) Sections 5.01(e), (f) or (g) or Section 5.02 and such failure, in the case of this clause
(ii), shall continue unremedied for a period of five (5) or more days after notice thereof by the Administrative Agent (given at the
request of any Lender) to the Borrower;


 


(e)
the Borrower shall fail to comply with Section 2.10(c);


 


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


 


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


 


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


 



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


 


(j) the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (i) of this Article VII, (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 (it being understood that the voluntary dissolution or liquidation of a Subsidiary in
compliance with Section 6.03 shall not constitute an Event of Default under this clause (j));


 


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


 


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


 



    
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(m) 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;


 


(n)
a Change in Control shall occur;


 


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


 


(p)
except for expiration in accordance with its terms or as the result of action or inaction of the Administrative Agent, Collateral
Agent or a Lender, any of the Loan Documents shall for whatever reason be terminated or cease to be in full force and effect in any material
respect, or the enforceability thereof shall be contested by the Borrower or any other Obligor;


 


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


 


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


 


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


 



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


 


ARTICLE
VIII



THE ADMINISTRATIVE AGENT


 


SECTION 8.01. Appointment
of the Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto. Each of the Lenders hereby irrevocably appoints the Collateral Agent as its agent hereunder and under the other Loan Documents
and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral
Agent by the terms hereof or thereof (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. The Collateral Agent shall be a third party beneficiary of this Section 8.01 and shall have
all of the rights, benefits and privileges of a third party beneficiary, including an independent right of action to enforce such rights,
benefits and privileges directly, without the consent or joinder of any other Person.


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 



    
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SECTION 8.08. Modifications
to Loan Documents. Except as otherwise provided in Section 2.20 or Section 9.02(b) or (c) of this Agreement
or the Security Documents with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders
(but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents; provided that, without
the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Security Documents) release
all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing
for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter
the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to
all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized,
to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to
which the Required Lenders have consented.


 


SECTION 8.09. Erroneous Payments.


 


(a)
If the Administrative Agent notifies a Lender or an Indemnitee, or any Person who has received funds on behalf of a Lender
or an Indemnitee (any such Lender, Indemnitee or other recipient, a “Payment Recipient”), that the Administrative Agent
has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b))
that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted
to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Indemnitee or other
Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees,
distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous
Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be
segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Indemnitee shall
(or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but
in no event later than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or
portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in
respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to
the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice
of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 



    
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ARTICLE
IX



MISCELLANEOUS


 


SECTION 9.01. Notices; Electronic
Communications.


 


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


 


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


 


Kayne Anderson BDC, Inc.


811 Main Street


14th Floor


Houston, TX 77002


Attention: Chief Executive Officer


Phone: 713-493-2020


Fax: 713-655-7359


 


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


 


Sumitomo Mitsui Banking Corporation


277 Park Avenue


New York, NY 10172


Attention: Steven Mao


Phone: 646-231-3733


Fax: 212-224-4433


Email : steven_mao@smbcgroup.com


Attention: Agency Services


Fax: 212-224-4433


Email: agencyservices@smbcgroup.com and cmragency@smbcgroup.com


 


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


 


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


 



    
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(b)
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic
communication (including email 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 pursuant to Section 2.06 if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(i) Notices
and other communications sent to an email 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 email 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 email address as described in the foregoing clause (i) of notification that such notice or communication is available
and identifying the website address therefor.


 


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


 


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


 



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


 


SECTION 9.02. Waivers; Amendments.


 


(a)
No Deemed Waivers Remedies Cumulative. No failure or delay by the Administrative Agent 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 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
9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.


 


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


 


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


 


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


 


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


 


(iv) change Section 2.17(b), (c) or (d) or Section 2.19(i) in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of each Lender affected thereby;


 


(v)
change any of the provisions of this Section 9.02 or the definition of the term “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make
any determination or grant any consent hereunder, without the written consent of each Lender affected thereby; or


 



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


 


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


 


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


 


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


 



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


 


SECTION 9.03. Expenses; Indemnity;
Damage Waiver.


 


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


 



    
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(b)
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities, actions, judgments, suits, costs, expenses and disbursements of any kind
or nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of one outside counsel for all Indemnitees
(and, if reasonably necessary, of one local counsel in any relevant jurisdiction for all Indemnitees) unless, in the reasonable opinion
of an Indemnitee, representation of all Indemnitees by such counsel would be inappropriate due to the existence of an actual or potential
conflict of interest) in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by
any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred
by Indemnitees in enforcing this indemnity, whether based on any federal, state or foreign laws, statutes, rules or regulations (including
securities and commercial laws, statutes, rules or regulations and laws, statutes, rules or regulations relating to environmental, occupational
safety and health or land use matters), on common law or equitable cause or on contract or otherwise and related expenses or disbursements
of any kind, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of; in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and
whether brought by the Borrower or a third party and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
(A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the willful misconduct,
gross negligence or material breach in bad faith of the obligations of such Indemnitee under any Loan Document of such Indemnitee or its
Related Parties, (B) result from the settlement of any such claim, investigation, litigation or other proceedings described in clause
(iii) above unless the Borrower has consented to such settlement (which consent shall not be unreasonably withheld, delayed or conditioned
(provided that nothing in this clause (B) shall restrict the right of any person to settle any claim for which it has waived its right
of indemnity by the Borrower)) or (C) result from disputes solely among Indemnitees and not involving any act or omission of an Obligor
or any of its Affiliates (other than any dispute against the Administrative Agent in its capacity as such). Notwithstanding the foregoing,
this section 9.03(b) shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim.


 


The Borrower shall not be liable
to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual 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 under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent
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 in its capacity as such.


 



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


 


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


 


SECTION 9.04. Successors
and Assigns.


 


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


 


(b)
Assignments by Lenders.


 


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


 


(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of
a Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower
shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative
Agent within ten (10) Business Days after having received notice thereof; and


 


(B)
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender
to another Lender or an Affiliate of such Lender with credit ratings at least as good as the assigning Lender.


 



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


 


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


 


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


 


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


 


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


 



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


 


(c)
Maintenance of Registers by Administrative Agent. The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans
owing to, each Lender pursuant to the terms hereof from time to time (the “Registers” and each individually, a “Register”).
The entries in the Registers shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall
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 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 9.04 and any
written consent to such assignment required by paragraph (b) of this Section 9.04, 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.


 



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


 


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 9.04, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent
and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any
financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC
or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation
of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or of any such
assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants
is required under paragraph (f) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any
non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit
or liquidity enhancement to such SPC.


 



    
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(f)  
Participations. Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities
(other than natural persons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for
the primary benefit of a natural Person)) (a “Participant”) in all or a portion of such Lender’s rights
and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to
it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the
other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (g) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits
of Sections 2.14, 2.15 and 2.16, subject to the requirements and limitations therein, to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04; provided
that such Participant agrees that it (i) shall be subject to the provisions of Section 2.18 as if it were an assignee and (ii)
shall not be entitled to receive any greater payment under Sections 2.14, 2.15 or 2.16, with respect to any participation,
than its participating Lenders would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation; provided, further,
that no Participant shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation granted
to such Participant and such Participant shall have complied with the requirements of Section 2.16 as if such Participant is a
Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate
with the Borrower to effectuate the provisions of Section 2.18(b) with respect to any Participant. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees
to be subject to Section 2.17(d) as though it were a Lender hereunder. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest of each Participant’s interest in the loans or other obligations
under the Loan Documents (the “Participant Register”)); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any other information relating to
a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any person
except to the extent that such disclosures are necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 163 of the Code and any related United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 



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


 


(h)
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or any other central
bank having jurisdiction over such Lender, and this Section 9.04 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 the Borrower or Affiliates. Anything in this Section 9.04 to the contrary notwithstanding, no Lender may assign
or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without the prior
consent of each Lender.


 


SECTION 9.05. Survival.
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered
in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive
the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent 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 and so long
as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision
hereof.


 


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


 


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


 



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


 


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


 


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


 


SECTION 9.09. Governing Law;
Jurisdiction; Etc.


 


(a)
Governing Law. This Agreement and, unless otherwise specified therein, each other Loan Document shall be construed in accordance
with and governed by the law of the State of New York.


 



    
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(b)
Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to
the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement and any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.


 


(c)
Waiver of Venue. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any court referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


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


 


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


 



    
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SECTION 9.11. Judgment Currency.
This is an international loan transaction in which the specification of Dollars or any Foreign Currency, as the case may be (the “Specified
Currency”), and payment in New York City or the country of the Specified Currency, as the case may be (the “Specified
Place”), is of the essence, and the Specified Currency shall be the currency of account in all events relating to Loans denominated
in the Specified Currency. The payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount
paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion
to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified
Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum
due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall
be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified
Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the
Borrower in respect of any such sum due from it to the Administrative Agent or any Lender (for purposes of this Section 9.11, an “Entitled
Person”) hereunder or under any other Loan Document shall, notwithstanding the rate of exchange actually applied in rendering
such judgment be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged
to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer
to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as
a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled
Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified
Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.


 


SECTION 9.12. Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.13. Treatment of
Certain Information; No Fiduciary Duty; Confidentiality.


 


(a)
Treatment of Certain Information; No Fiduciary Duty; No Conflicts. The Borrower acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection
with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby
authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement,
or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood
that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this
Section 9.13 as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration
or termination of the Commitments or the termination of this Agreement or any provision hereof. Each Lender shall use all information
delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender
to enter into this Agreement, in connection with providing services to the Borrower. The Administrative Agent, each Lender and their Affiliates
(collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those
of the Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of
its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship
or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower or any of its Subsidiaries, its stockholders
or its affiliates, on the other. The Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated
by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Borrower and its Subsidiaries, on the other, and (ii) in connection therewith and with the
process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any of its Subsidiaries,
any of their stockholders or affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with
respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise
the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) or any other obligation to the Borrower
or any of its Subsidiaries except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal
and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management, stockholders, creditors or any other Person.
The Borrower and each of its Subsidiaries each acknowledge and agree that it has consulted its own legal and financial advisors to the
extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and
the process leading thereto. The Borrower and each of its Subsidiaries each agree that it will not claim that any Lender has rendered
advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any of its Subsidiaries, in connection
with such transaction or the process leading thereto.


 



    
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(b)
Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority),
(iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other
party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement
containing provisions substantially the same as those of this Section 9.13, to (x) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with
the consent of the Borrower, (viii) to the extent such Information (x) becomes publicly available other than as a result of
a breach of this Section 9.13 or (y) becomes available to the Administrative Agent, any Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower or (ix) on a confidential basis to (x) any rating agency
in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (y) the CUSIP Service Bureau
or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided hereunder.


 


For purposes of this Section
9.13, “Information” means all information received from the Borrower or any of its Subsidiaries or provided on
their behalf (including from any third-party appraiser or other representative engage in connection with this Agreement or the Transactions)
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 or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided
that, in the case of Information received from the Borrower or any of its Subsidiaries after the Effective Date; such Information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 



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


 


SECTION 9.15. Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender that is an Affected Financial Institution is
a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or
understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising
under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


(b)
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i) a
reduction in full or in part or cancellation of any such liability;


 


(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


SECTION 9.16. Certain ERISA
Matters.


 


(a)
Each Lender (x) represents and warrants, as of the later of the date such Person became a Lender party hereto and the Effective
Date, to, and (y) covenants, from such date to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, the Lead Arranger, and their respective Affiliates, and not to or for the benefit of the Borrower or any other Obligor, that at
least one of the following is and will be true:


 


(i)  such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA)
of one or more Benefit Plans in connection with the Loans or the Commitments,


 



    
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(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 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 Commitments and this Agreement, (C) the entrance into, participation in, administration of and
performance of the Loans, 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 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 with respect to the Loan Documents.


 


(b)
In addition, unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or such
Lender has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the later of the date such Person became a Lender party hereto
and the Effective Date, to, and (y) covenants, from such date to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Lead Arranger, and their respective Affiliates, and not to or for the benefit of the Borrower or any
other Obligor, that:


 


(i) none
of the Administrative Agent, the Lead Arranger, or any of their respective Affiliates is a fiduciary with respect to the assets of such
Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related to hereto or thereto);


 



    
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(ii)
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and
is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control,
total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general
and with regard to particular transactions and investment strategies (including in respect of the Secured Obligations (as defined in the
Guarantee and Security Agreement));


 


(iv)  
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the
Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder,
and


 


(v)
no fee or other compensation is being paid directly to the Administrative Agent, the Lead Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement.


 


(c)
The Administrative Agent and the Lead Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person
has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or
the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii)
may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including
structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative
agent or collateral agent fees, utilization fees, minimum usage fees, deal-away or alternate transaction fees, amendment fees, processing
fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 



    
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SECTION 9.17. Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging
Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC,
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such
Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


 


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


 


(b)
As used in this Section 9.17, the following terms have the following meanings:


 


(i) “BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


(ii)
“Covered Entity” means any of the following:


 


(A)  
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(B)
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(C)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


(iii)
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
§§ 252.81, 47.2 or 382.1, as applicable.


 


(iv) “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted
in accordance with, 12 U.S.C. 5390(c)(8)(D).


 




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


 


	 	KAYNE ANDERSON BDC, INC.
	 	 	 
	 	By:	                    
	 	Name: 	 
	 	Title:	 



 




     


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, Collateral Agent and a Lender
	 	 	 
	 	By:	                        
	 	Name: 	 
	 	Title:	 



 




     


     


    

 


	 	___________________________, as a Lender
	 	 	 
	 	By:	                                                         
	 	Name: 	 
	 	Title: