Exhibit 10.41


 
EXECUTION COPY


 


SENIOR SECURED

REVOLVING CREDIT AGREEMENT


dated as of


 


December 24, 2021


 


among


 


BAIN CAPITAL SPECIALTY FINANCE, INC.


as Borrower


 


The LENDERS And ISSUING BANKS Party Hereto


 


and


 


SUMITOMO MITSUI BANKING CORPORATION

as Administrative Agent


 


$300,000,000

__________________


 


SUMITOMO MITSUI BANKING CORPORATION

Sole Book Runner


 


SUMITOMO MITSUI BANKING CORPORATION


and


MUFG UNION
BANK, N.A.

as Joint Lead Arrangers


 


 






     


     


    

 


 


Table
of Contents


 


	 	Page 
	 	 
	ARTICLE I        DEFINITIONS	1
	 	 	 
	 	SECTION 1.01.	Defined Terms	1
	 	SECTION 1.02.	Classification of Loans and Borrowings	50
	 	SECTION 1.03.	Terms Generally	50
	 	SECTION 1.04.	Accounting Terms; GAAP	51
	 	SECTION 1.05.	Currencies; Currency Equivalents	51
	 	SECTION 1.06.	Divisions	53
	 	 	 	 
	ARTICLE II       THE CREDITS	53
	 	 	 
	 	SECTION 2.01.	The Commitments	53
	 	SECTION 2.02.	Loans and Borrowings	53
	 	SECTION 2.03.	Requests for Syndicated Borrowings	54
	 	SECTION 2.04.	Swingline Loans	56
	 	SECTION 2.05.	Letters of Credit	58
	 	SECTION 2.06.	Funding of Borrowings	64
	 	SECTION 2.07.	Interest Elections	64
	 	SECTION 2.08.	Termination, Reduction or Increase of the Commitments	66
	 	SECTION 2.09.	Repayment of Loans; Evidence of Debt	69
	 	SECTION 2.10.	Prepayment of Loans	70
	 	SECTION 2.11.	Fees	74
	 	SECTION 2.12.	Interest	75
	 	SECTION 2.13.	Inability to Determine Interest Rates	76
	 	SECTION 2.14.	Increased Costs	77
	 	SECTION 2.15.	Break Funding Payments	78
	 	SECTION 2.16.	Taxes	79
	 	SECTION 2.17.	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	83
	 	SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	85
	 	SECTION 2.19.	Defaulting Lenders	86
	 	SECTION 2.20.	Effect of Benchmark Transition Event	90
	 	 	 	 
	ARTICLE III      REPRESENTATIONS AND WARRANTIES	92
	 	 	 
	 	SECTION 3.01.	Organization; Powers	92
	 	SECTION 3.02.	Authorization; Enforceability	93
	 	SECTION 3.03.	Governmental Approvals; No Conflicts	93
	 	SECTION 3.04.	Financial Condition; No Material Adverse Effect	93
	 	SECTION 3.05.	Litigation	93
	 	SECTION 3.06.	Compliance with Laws and Agreements	94
	 	SECTION 3.07.	Taxes	94
	 	SECTION 3.08.	ERISA	94
	 	SECTION 3.09.	Disclosure	94
	 	SECTION 3.10.	Investment Company Act; Margin Regulations	95
	 	SECTION 3.11.	Material Agreements and Liens	95



 






    i 


     


    

 


TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	SECTION 3.12.	Subsidiaries and Investments	96
	 	SECTION 3.13.	Properties	96
	 	SECTION 3.14.	Affiliate Agreements	96
	 	SECTION 3.15.	Sanctions	96
	 	SECTION 3.16.	Patriot Act	97
	 	SECTION 3.17.	Collateral Documents	97
	 	SECTION 3.18.	EEA Financial Institutions	97
	 	 	 	 
	ARTICLE IV       CONDITIONS	98
	 	 	 
	 	SECTION 4.01.	Effective Date	98
	 	SECTION 4.02.	Each Credit Event	99
	 	 	 	 
	ARTICLE V       AFFIRMATIVE
COVENANTS	100
	 	 	 
	 	SECTION 5.01.	Financial Statements and Other Information	100
	 	SECTION 5.02.	Notices of Material Events	102
	 	SECTION 5.03.	Existence: Conduct of Business	103
	 	SECTION 5.04.	Payment of Obligations	103
	 	SECTION 5.05.	Maintenance of Properties; Insurance	103
	 	SECTION 5.06.	Books and Records; Inspection and Audit Rights	103
	 	SECTION 5.07.	Compliance with Laws	104
	 	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	104
	 	SECTION 5.09.	Use of Proceeds	105
	 	SECTION 5.10.	Status of RIC and BDC	106
	 	SECTION 5.11.	Investment Policies	106
	 	SECTION 5.12.	Portfolio Valuation and Diversification Etc	106
	 	SECTION 5.13.	Calculation of Borrowing Base	110
	 	 	 	 
	ARTICLE VI       NEGATIVE COVENANTS	118
	 	 	 
	 	SECTION 6.01.	Indebtedness	118
	 	SECTION 6.02.	Liens	120
	 	SECTION 6.03.	Fundamental Changes	122
	 	SECTION 6.04.	Investments	124
	 	SECTION 6.05.	Restricted Payments	125
	 	SECTION 6.06.	Certain Restrictions on Subsidiaries	127
	 	SECTION 6.07.	Certain Financial Covenants	127
	 	SECTION 6.08.	Transactions with Affiliates	127
	 	SECTION 6.09.	Lines of Business	128
	 	SECTION 6.10.	No Further Negative Pledge	128
	 	SECTION 6.11.	Modifications of Longer-Term Indebtedness Documents	129
	 	SECTION 6.12.	Payments of Longer-Term Indebtedness	129
	 	SECTION 6.13.	Accounting Changes	130
	 	SECTION 6.14.	SBIC Guarantee	130



 






    ii 


     


    

 


TABLE OF CONTENTS


(continued)



 


	 	 	 	Page
	 	 	 	 
	ARTICLE VII      EVENTS OF DEFAULT	131
	 	 	 
	ARTICLE VIII    THE ADMINISTRATIVE AGENT	135
	 	 	 
	 	SECTION 8.01.	Appointment of the Administrative Agent	135
	 	SECTION 8.02.	Capacity as Lender	136
	 	SECTION 8.03.	Limitation of Duties; Exculpation	136
	 	SECTION 8.04.	Reliance	136
	 	SECTION 8.05.	Sub-Agents	137
	 	SECTION 8.06.	Resignation; Successor Administrative Agent	137
	 	SECTION 8.07.	Reliance by Lenders	138
	 	SECTION 8.08.	Modifications to Loan Documents	138
	 	SECTION 8.09.	Erroneous Payments	139
	 	 	 	 
	ARTICLE IX       MISCELLANEOUS	142
	 	 	 
	 	SECTION 9.01.	Notices; Electronic Communications	142
	 	SECTION 9.02.	Waivers; Amendments	144
	 	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	149
	 	SECTION 9.04.	Successors and Assigns	151
	 	SECTION 9.05.	Survival	157
	 	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	157
	 	SECTION 9.07.	Severability	158
	 	SECTION 9.08.	Right of Setoff	158
	 	SECTION 9.09.	Governing Law; Jurisdiction; Etc	158
	 	SECTION 9.10.	WAIVER OF JURY TRIAL	159
	 	SECTION 9.11.	Judgment Currency	160
	 	SECTION 9.12.	Headings	160
	 	SECTION 9.13.	Treatment of Certain Information; No Fiduciary Duty; Confidentiality	160
	 	SECTION 9.14.	USA PATRIOT Act	162
	 	SECTION 9.15.	Lender Information Reporting	162
	 	SECTION 9.16.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	162
	 	SECTION 9.17.	Certain ERISA Matters	163
	 	SECTION 9.18.	Acknowledgement Regarding Any Supported QFCs	165
	 	SECTION 9.19.	Termination	166



 






    iii 


     


    

 


 


	SCHEDULE 1.01(a)	-	Approved Dealers
    and Approved Pricing Services
	SCHEDULE 1.01(b)	-	Commitments
	SCHEDULE 1.01(c)	-	Industry Classification Group
    List
	SCHEDULE 2.05	-	Issuing Bank LC Exposure
	SCHEDULE 3.11	-	Material Agreements and Liens
	SCHEDULE 3.12(a)	-	Subsidiaries
	SCHEDULE 3.12(b)	-	Investments
	SCHEDULE 6.08	-	Transactions with Affiliates




 


	EXHIBIT A	-	Form of Assignment and Assumption
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Borrowing Request
	EXHIBIT D	-	Form of Increasing Lender/Joinder Lender Agreement
	EXHIBIT E	-	Form of Lender NDA
	EXHIBIT F	-	Form of Revolving Promissory Note




 






    iv 


     


    

 



  


SENIOR SECURED REVOLVING CREDIT
AGREEMENT, dated as of December 24, 2021 (this “Agreement”), among BAIN CAPITAL SPECIALTY FINANCE, INC.,
a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO
MITSUI BANKING CORPORATION, as Administrative Agent.


 


ARTICLE I


 


DEFINITIONS


 


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


 


“2023 Notes”
means the Borrower’s 8.50% notes due in June of 2023.


 


“2026 Notes”
means the Borrower’s 2.55% notes due in October of 2026.


 


“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 (provided that Cash Collateral for outstanding Letters of Credit
shall not be treated as a portion of the Portfolio Investments).


 


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


 


“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 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 the BCSF Investment Advisory Agreement.


 


“Agreed Foreign Currency”
means, at any time, (i) any of Canadian Dollars, Sterling, Euros and Australian Dollars and (ii) with the prior written consent
of each Multicurrency Lender, any other Foreign Currency, so long as, in respect of any such specified Foreign Currency or other Foreign
Currency, at such time (a) such Foreign Currency is freely transferable and convertible into Dollars in the London foreign exchange
market or the relevant local market, if applicable, and (b) 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 LIBO Screen Rate plus
1% for such day for Dollar deposits with a term of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate,
the Federal Funds Effective Rate or the rate as displayed in the LIBO Screen Rate (or successor therefor) as set forth above shall be
effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or such rate as displayed
in the LIBO Screen Rate (or successor therefor), respectively.


 


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


 


“Applicable Financial
Statements” means, as at any date, the most-recent audited financial statements of the Borrower delivered to the Administrative
Agent pursuant to Section 5.01(a); provided that if immediately prior to the delivery to the Administrative Agent of
new audited financial statements of the Borrower a Material Adverse Effect (the “Pre-existing MAE”) 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 MAE shall no longer exist.


 






    2


     


    

 


“Applicable Margin”
means (a) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is (a) less than 1.6 times the
Combined Debt Amount, the Applicable Margin shall be (i) with respect to any ABR Loan, 0.875% per annum; (ii) with respect to
any Eurocurrency Loan, 1.875% per annum; and (iii) with respect to any RFR Loan denominated in Sterling, 1.9943%; and (b) equal
to or greater than 1.6 times the Combined Debt Amount, the Applicable Margin shall be (i) with respect to any ABR Loan, 0.75% per
annum; (ii) with respect to any Eurocurrency Loan, 1.75% per annum; and (iii) with respect to any RFR Loan denominated in Sterling,
1.8693%.


 


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


 


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


 


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


 


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


 






    3


     


    

 


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


 


“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 any Indebtedness outstanding
under this Agreement), in each case as determined pursuant to the Investment Company Act and any orders of the Securities and Exchange
Commission issued to or with respect to Borrower thereunder, including any exemptive relief granted by the Securities and Exchange Commission
with respect to the indebtedness of any SBIC Subsidiary.


 


“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, substantially in the form of Exhibit A hereof (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 under clause (a), (b), (i),
(j) or (k) of Article VII has occurred and is continuing, the Borrower.


 


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


 


“Australian Dollars”
means the lawful currency of The Commonwealth of Australia.


 


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of (x) the Commitment Termination Date and (y) the
date of termination of the Commitments pursuant Article VII.


 


“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(e).


 






    4


     


    

 


“Back-to-Back Transaction”
means, a transaction where (i) an Obligor originates or acquires an Investment, (ii) such Obligor immediately transfers in full
or sells a participation interest in all or any portion of such Investment to an Excluded Asset, (iii) the purchase price paid by
such Excluded Asset to such Obligor in respect of such Investment (or participation interest therein) or any portion thereof is remitted
by the Obligor to the underlying issuer thereof and represents the full purchase price payable by the Obligor to the underlying issuer
for such Investment and (iv) the Borrowing Base immediately after giving effect to such transaction is not less than the Borrowing
Base immediately prior to such transaction; provided that, for the avoidance of doubt and for purposes of this Agreement, only
the portion of any Investment that is transferred by an Obligor to an Excluded Asset in accordance with clause (ii) above (subject
to compliance with clauses (i), (ii) and (iv) of this definition), and not any other portion of such Investment, shall be deemed
to have been subject to a Back-to-Back Transaction.


 


“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).


 


“Bankruptcy
Code” means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq.


 


“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.


 


“BCSF Investment Advisory
Agreement” means that certain Second Amended and Restated Investment Advisory Agreement, dated February 1, 2019, by and
between the External Manager and the Borrower.


 


“BCSF Advisors Loan
Agreement” means (a) that certain Revolving Loan Agreement, dated March 27, 2020, by and between the External Manager
and the Borrower and (b) any refinancing, refunding, renewal or extension of any BCSF Advisors Loan Agreement, including any such
Indebtedness made by any new or successor investment advisor to the External Manager (or such successor) not otherwise prohibited under
this Agreement.


 






    5


     


    

 


“Benchmark”
means, initially, with respect to (a) Sterling, the Daily Simple RFR, and (b) each other Agreed Foreign Currency and Dollars,
the Adjusted Eurocurrency Rate for such Currency; provided that, if a Benchmark Transition Event, a Term SOFR Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the Daily Simple RFR or the Adjusted
Eurocurrency Rate for such Currency, as applicable, 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 (3) below:


 


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


 


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


 


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


 






    6


     


    

 


“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 in consultation
with the Borrower:


 


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


 


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


 


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


 


(2)           for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor 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
denominated in the applicable Currency at such time;


 


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


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “Eurocurrency Rate”, the definition of “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 (after consultation with the Borrower) decides is reasonably necessary in connection with the administration of this Agreement and
the other Loan Documents).


 






    7


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) above
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 then-current Benchmark, the occurrence of one or more of the following events with respect
to such 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);


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    9


     


    

 


“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 hereto (or such other form
as shall be reasonably satisfactory to the Administrative Agent) and appropriately completed.


 


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


 


“Borrowing Request”
means a request by the Borrower for a Syndicated Borrowing in accordance with Section 2.03, which, if in writing, shall be
substantially in the form of Exhibit C hereto (or such other form as shall be reasonably satisfactory to the Administrative
Agent) and signed by the Borrower.


 


“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.


 


“Calculation Amount”
means, 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.


 






    10


     


    

 


“Canadian Dollars”
or “C$” means the lawful currency of Canada.


 


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


 


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


 


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


 


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


 


(a)           investments
in commercial paper or other short-term corporate obligations 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);


 


(b)           U.S.
Government Securities maturing within one year from the date of acquisition thereof;


 


(c)           investments
in certificates of deposit, bankers’ 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 in which the Principal Financial Center in respect of any Agreed Foreign Currency is located; 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);


 






    11


     


    

 


(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 Approved Dealer shall also have an equivalent credit rating from any other rating agency);


 


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


 


(f)            a
reinvestment agreement issued by any bank (if treated as a deposit by such bank), or a reinvestment agreement issued by any insurance
company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P
and at least P-1 from Moody’s; provided that such reinvestment agreement may be unwound at the option of the Borrower at
any time without penalty;


 


(g)           money
market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm”
or “Aam-G” by S&P, respectively; and


 


(h)           any
of the following offered by SMBC (or any successor custodian or other entity acting in a similar capacity with respect to the Borrower):
(i) money market deposit accounts, (ii) Eurodollar time deposits, (iii) commercial Eurodollar sweep services or (iv) open
commercial paper services, in each case having, at such date of acquisition, a credit rating at least A-1 from S&P and at least P-1
from Moody’s and maturing not later than 270 days from the date of acquisition thereof;


 


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


 


“Change in Control”
means the Borrower shall cease to be managed by the External Manager or an Affiliate thereof.


 






    12


     


    

 


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


 


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


 


“CLO Securities”
means debt securities, mezzanine securities, equity securities, residual interests or composite or combination securities (i.e. securities
consisting of a combination of debt and equity securities that are issued in effect as a unit) including synthetic securities that provide
synthetic credit exposure to debt securities, mezzanine securities, equity securities, residual interests or composite or combination
securities (or other investments, including any interests held to comply with applicable risk retention requirements, that similarly represent
an investment in underlying pools of leveraged portfolios), that, in each case, entitle the holders thereof to receive payments that (i) depend
on the cash flow from a portfolio consisting primarily of ownership interests in debt securities, corporate loans or asset-backed securities
or (ii) are subject to losses owing to credit events (howsoever defined) under credit derivative transactions with respect to debt
securities, corporate loans or asset-backed securities.


 


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


 






    13


     


    

 


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


 


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


 


“Collateral Pool”
means, at any time, each Portfolio Investment that has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral
Agent and is subject to the Lien of the Guarantee and Security Agreement, and then only for so long as such Portfolio Investment continues
to be Delivered as contemplated therein and in which the Collateral Agent has a first-priority perfected Lien as security for the Secured
Obligations (as defined in the Guarantee and Security Agreement) (subject to any Liens permitted by Section 6.02); provided
that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected (other than, any asset for a
period of up to 7 days (or such longer period up to sixty (60) days as the Collateral Agent may agree in its sole discretion), customary
rights of setoff, banker’s lien, security interest or other like right upon deposit accounts and securities accounts in which such
Portfolio Investments are held) security interest pursuant to a valid Uniform Commercial Code filing, such Portfolio Investment may be
included in the Collateral Pool so long as all remaining actions to complete “Delivery” are satisfied in full within 7 days
of such inclusion or such longer period up to sixty (60) days as the Collateral Agent may agree in its sole discretion.


 


“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 and available 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 December 24, 2025.


 


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


 


“Competitor”
means (a) any Person primarily engaged in the business of private asset management as a business development company, mezzanine fund,
private debt fund, hedge fund, distressed asset fund, vulture fund, private equity fund or any venture lender, which is in direct or indirect
competition with the Borrower or any Affiliate thereof, (b) those Persons listed in the Disqualified Assignees and Participants Side
Letter, (c) any Person Controlled by, or Controlling, or under common Control with, a Person referred to in clause (a) or (b) above,
or (d) any Person for which a Person referred to in clause (a) or (b) above serves as an investment advisor
with discretionary investment authority.


 






    14


     


    

 


“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, that “Control” shall not include “negative”
control or “blocking” rights whereby action cannot be taken without the vote or consent of any Person.


 


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


 


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


 


“Concurrent Transactions”
means, with respect to any proposed action or transaction hereunder, (a) any acquisition or sale of Portfolio Investments or other
property or assets, (b) any payment of outstanding Loan, Cash collateralization of Letters of Credit, or payment of other Indebtedness
that is included in the Covered Debt Amount, and (c) any Return of Capital or other distribution or receipt of cash from any Investment,
in each case, (x) that occurs substantially simultaneously with and in any event within 24 hours of such proposed action or transaction
and (y) is evidenced by a current Borrowing Base Certificate delivered by the Borrower.


 


“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 minus (z) the
LC Exposure fully Cash Collateralized on such date pursuant to Section 2.05(k) and the last paragraph of Section 2.09(a);
provided that (A) the Existing Notes, 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 Indebtedness and (B) 50% of outstanding Unsecured Shorter-Term Indebtedness shall be excluded from the calculation of
the Covered Debt Amount until the date that is 9 months prior to the scheduled maturity of such Unsecured Shorter-Term Indebtedness (provided
that, to the extent, but only to the extent, any portion of any such 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 Unsecured Longer-Term Indebtedness) or earlier than the original final maturity date of
such Indebtedness (in the case of the Existing Notes, the Special Unsecured Indebtedness or the Unsecured Shorter-Term Indebtedness),
such portion of such Indebtedness 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 scheduled principal payment or mandatory
scheduled 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 that constitute Indebtedness that
is required to be included in the “Covered Debt Amount” will be included at the then outstanding principal balance thereof.


 






    15


     


    

 


“Currency”
means Dollars or any Foreign Currency.


 


“Daily Simple RFR”
means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (i) SONIA for the
day (the “RFR Reference Day”) that is five Business Days prior to (A) if such RFR Interest Day is a Business Day,
such RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest
Day and (ii) 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 RFR Administrator’s Website and a Benchmark Replacement
Date with respect to the 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 syndicated 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 (in consultation with the Borrower).


 


“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.


 






    16


     


    

 


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


  


“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.


 


“Designated Swap”
means any total return swap, credit default swap or equity hedging agreement entered into as a means to invest in bonds, notes, loans,
debentures or securities on a leveraged basis.


 


“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 or any disposition
of a Portfolio Investment received from an Excluded Asset and promptly transferred to another Excluded Asset or any Back-to-Back Transaction
pursuant to the terms of Section 6.03(h).


 






    17


     


    

 


“Disqualified Assignees
and Participants Side Letter” means that certain Side Letter, dated as of the Effective Date, between the Borrower and the
Administrative Agent (as amended, restated, modified or otherwise supplemented from time to time with the consent of the Administrative
Agent and each Joint Lead Arranger). The Administrative Agent agrees to promptly provide each Lender with (a) the Disqualified Assignees
and Participants Side Letter then in effect upon the request of such Lender and (b) any amendments, modifications or other updates
to the Disqualified Assignees and Participants Side Letter.


 


“Dollar Commitment”
means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Syndicated Loans, and to acquire participations
in Letters of Credit and Swingline Loans, denominated in Dollars hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may be (a) reduced or increased from
time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The amount of each Lender’s Dollar Commitment 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 $150,000,000.


 


“Dollar Equivalent”
means, on any date of determination, with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be
required to purchase such amount of such Foreign Currency on the date two Business Days prior to such date, based upon the spot selling
rate at which the Administrative Agent or the applicable Issuing Bank, as applicable, offers to sell such Foreign Currency for Dollars
in the Principal Financial Center for such Foreign Currency at approximately 11:00 a.m., Applicable Time, for delivery two Business
Days later; provided that the Administrative Agent or such Issuing Bank, as applicable, may obtain such spot rate from another
financial institution designated by the Administrative Agent or such Issuing Bank if the Person acting in such capacity does not have
as of the date of determination a spot buying rate for any such currency; provided further that such Issuing Bank may use such
spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letters of Credit denominated in
any Agreed Foreign Currency.


 


“Dollar LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Dollar Letters of Credit at such time plus
(b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on
behalf of the Borrower at such time. The Dollar LC Exposure of any Lender at any time shall be its Applicable Dollar Percentage of the
total Dollar LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Dollar Letter of Credit has
expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby
Practices, such Dollar Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.


 


“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.


 






    18


     


    

 


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


 


“Dollar Loan”
means a Loan denominated in Dollars.


 


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


 


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


 


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


 


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


 


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


 


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


 






    19


     


    

 


“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 December 24, 2021.


 


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


 


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


 


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


 


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


 


“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).


 






    20


     


    

 


“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” or
 “€” 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 Adjusted Eurocurrency Rate.


 


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


 


(a)           Dollars,
any day (other than a Saturday or Sunday) on which banks are open for business in London, England;


 


(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)           Australian
Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Melbourne, Australia.


 


“Eurocurrency Rate”
means, for any Interest Period:


 


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


 






    21


     


    

 



 


(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 reasonably determined by the Administrative Agent from time to time at approximately 11:00 a.m. (Brussels time)
two Eurocurrency Banking Days for Euros prior to the first day of such Interest Period (the “EURIBOR Screen Rate”);


 


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


 


provided
that, if the “Eurocurrency Rate” for any Currency is less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 


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


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


 






    22


     


    

 


“Excluded Assets”
means any Permitted CLO Issuer, CLO Securities and finance lease obligations, SPE Subsidiaries, and any similar assets or entities, in
each case, in which any Obligor holds an interest on or after the Effective Date, and, in each case, their respective Subsidiaries, unless,
in the case of any such asset or entity, the Borrower designates in writing to the Collateral Agent that such asset or entity is not
an Excluded Asset.


 


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


 


“Existing Notes”
means the 2023 Notes and the 2026 Notes.


 


“External Manager”
means BCSF Advisors LP.


 


“Extraordinary Receipts”
means any cash received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds, pension plan
reversions, judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation
awards (and payments in lieu thereof), indemnity payments received not in the ordinary course of business and any purchase price adjustment
received not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance (excluding, however,
for the avoidance of doubt, proceeds of any issuance of Equity Interests and issuances of Indebtedness by any Obligor); provided
that Extraordinary Receipts shall not include any (x) amounts that the Borrower receives from the Administrative Agent or any Lender
pursuant to Section 2.16(h), 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.


 






    23


     


    

 


“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), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such
Sections of the Code.


 


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


 


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


 


“Fee Letter”
means that certain fee letter, dated November 23, 2021, among the Borrower, the Administrative Agent and SMBC, as a Joint Lead Arranger
and a Lender.


 


“Final Maturity Date”
means December 24, 2026.


 


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


 


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


 


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


 


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


 


“Foreign Currency
Equivalent” means, with respect to any amount denominated 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 “Dollar Equivalent”,
as reasonably determined by the Administrative Agent.


 


“Foreign Currency
Sublimit” means, as of any date of determination, an amount equal to the product of (a) 15% and (b) the Multicurrency
Commitments then in effect.


 


“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.


 






    24


     


    

 


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


 


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


 


“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 body
exercising such powers or functions (such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided that the term Guarantee shall not include (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.
The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary
obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee expressly provides that the maximum amount
for which such Person may be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be deemed to be an
amount equal to such lesser amount).


 


“Guarantee and Security
Agreement” means 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 an authorized agent, representative or trustee
therefor) from time to time of any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness, and the Collateral Agent.


 






    25


     


    

 


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


 


“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement; provided, however, in no event shall any
Designated Swap be treated as a Hedging Agreement hereunder.


 


“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 statements of assets and liabilities
required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their respective
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 respective 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 representing extensions
of credit, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person (excluding accounts payable and accrued expenses and trade accounts incurred in the ordinary course of business that are
not more than 90 days past due), (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 (other than a Lien permitted by Section 6.02(d)) on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed (with the amount 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, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances and (j) all obligations of such Person under any Designated Swap (it being understood that, for purposes of this definition,
the amount of any such Indebtedness under a Designated Swap shall be the excess of the notional value of the reference obligations under
such Designated Swap over the value of the margin posted by the Borrower or any of its Subsidiaries thereunder). 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 (i) any revolving commitments, delayed draw term loans or letters of credit for which any Obligor is acting as
a lender or issuing lender, as applicable, as part of or in connection with a Portfolio Investment, (ii) any non-recourse liabilities
for participation sold by any Person in any Bank Loans, (iii) indebtedness of such Person on account of the sale by such Person
of the first out tranche of any First Lien Bank Loan that arises solely as an accounting matter under ASC 860, (iv) 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, (v) a commitment arising in the ordinary course of business
to make a future Investment or fund the delayed draw or unfunded portion of any existing Investment, (vi) 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, (vii) any accrued incentive, management or other fees to an
investment manager or its affiliates (regardless of any deferral in payment thereof) or (viii) Hedging Agreements entered into pursuant
to Section 6.04(c) and not for borrowed money.


 






    26


     


    

 


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


 


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


 


“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 Administrative Agent,
and (b) up to three additional industry group classifications established by the Borrower pursuant to Section 5.12.


 


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


 


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


 






    27


     


    

 


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


 


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


 


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


 


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


 


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


 






    28


     


    

 


“ISLP Joint Venture”
means the International Senior Loan Program, LLC, an unconsolidated joint venture between the Borrower and Pantheon Private Debt Program
SCSp SICAV – RAIF - Pantheon Senior Debt Secondaries II (USD), a Luxembourg limited partnership. Pantheon Private Debt Program
SCSp SICAV – RAIF - Tubera Credit 2020, a Luxembourg limited partnership, Solutio Premium Private Debt I SCSp, a Luxembourg limited
partnership and Solutio Premium Private Debt II Master SCSp, a Luxembourg limited partnership.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lender NDA”
has the meaning assigned to such term in Section 9.04(b)(i).


 


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


 


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


 


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


 


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


 






    29


     


    

 


“Lien” means,
with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance in the form of a security interest,
charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such
securities (other than on market terms at fair value so long as in the case of any Portfolio Investment, the Value used in determining
the Borrowing Base is not greater than the purchase or call price), except in favor of the issuer thereof (and, for the avoidance of
doubt, in the case of Investments that are loans or other debt obligations, customary or otherwise market restrictions on assignments
or transfers, buyout rights, voting rights, right of first offer or refusal thereof pursuant to the underlying documentation of such
Investment shall not be deemed to be a “Lien” and in the case of Investments that are securities, excluding customary drag-along,
tag-along, buyout rights, voting rights, right of first refusal, restrictions on assignments or transfers and other similar rights in
favor of one or more equity holders of the same issuer).


 


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


 


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


 


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


 


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


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, 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 Investments, including
the Portfolio Investments) or (b) the validity or enforceability of any of the Loan Documents 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, Letters of Credit, Hedging Agreements and Designated Swaps), of any one or more of
the Borrower and the Subsidiary Guarantors in an aggregate principal amount exceeding $50,000,000 and (b) obligations in respect
of one or more Hedging Agreements or Designated Swaps under which the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower and the Subsidiary Guarantors would be required to pay if such Hedging Agreement(s) or such Designated Swap(s) were
terminated at such time would exceed $50,000,000.


 


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


 






    30


     


    

 


“Modification Offer”
means, to the extent required by the definition of Secured Longer-Term Indebtedness, Special Unsecured Indebtedness or Unsecured Longer-Term
Indebtedness, an obligation of the applicable Obligor that will be satisfied if at least ten (10) Business Days (or, such shorter
period if ten (10) Business Days is not practicable) prior to the incurrence of such Secured Longer-Term Indebtedness, Special Unsecured
Indebtedness or Unsecured Longer-Term Indebtedness, the Borrower shall have provided notice to the Administrative Agent of the terms
thereof that do not satisfy the requirements for such type of Indebtedness set forth in the respective definitions in this Agreement,
which notice shall contain reasonable detail of the terms thereof and an unconditional offer by the Borrower to amend this Agreement
to the extent necessary to satisfy the requirements in the definition of “Secured Longer-Term Indebtedness”, “Special
Unsecured Indebtedness” or “Unsecured Longer-Term Indebtedness”, as applicable. If any such Modification Offer is accepted
by the Required Lenders within three (3) Business Days of receipt of such offer, this Agreement shall be deemed automatically amended
(and, upon the request of the Administrative Agent or the Required Lenders, the Borrower shall promptly enter into a written amendment
evidencing such amendment), mutatis mutandis, solely to reflect all or some of such more restrictive provisions, as elected by the Required
Lenders. Notwithstanding the foregoing any provision in a Modification Offer (including any associated cure or grace period) incorporated
into this Agreement pursuant to the definition of Secured Longer-Term Indebtedness, Special Unsecured Indebtedness or Unsecured Longer-Term
Indebtedness, as applicable, shall be deemed automatically deleted from this Agreement at such time as the terms of such other Indebtedness
are permanently amended so that such provision no longer applies or the applicable Secured Longer-Term Indebtedness, Special Unsecured
Indebtedness or Unsecured Longer-Term Indebtedness is terminated or otherwise no longer in effect. Upon the request of the Borrower,
the Lenders shall (at the Borrower’s sole cost and expense) enter into any additional agreement or amendment to this Agreement
requested by the Borrower evidencing the amendment or deletion of any such provision in accordance with the terms hereof.


 


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


 


“Multicurrency Commitment”
means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Syndicated Loans, and to acquire
participations in Letters of Credit and Swingline Loans, denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed
as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure hereunder, as such
commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s
Multicurrency Commitment 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 $150,000,000.


 






    31


     


    

 


“Multicurrency LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Multicurrency Letters of
Credit at such time plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have
not yet been reimbursed by or on behalf of the Borrower at such time. The Multicurrency LC Exposure of any Lender at any time shall be
its Applicable Multicurrency Percentage of the total Multicurrency LC Exposure at such time. For purposes of computing the amount available
to be drawn under any Multicurrency Letter of Credit, the amount of such Multicurrency Letter of Credit shall be determined in accordance
with Section 1.05. For all purposes of this Agreement, if on any date of determination a Multicurrency Letter of Credit has
expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby
Practices, such Multicurrency Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to
be drawn.


 


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


 


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


 


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


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA which the Borrower or any ERISA Affiliate has or within
the preceding six years had any obligation to make any contributions.


 


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


 


“Net Cash Proceeds”
means:


 


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


 






    32


     


    

 


(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
or Foreign Subsidiary) (including, for the avoidance of doubt, cash received by the Borrower or any of its Subsidiaries (other than any
Financing Subsidiaries or Foreign Subsidiary) for the sale by the Borrower or such Subsidiary of any Equity Interest of a Financing Subsidiary
or Foreign Subsidiary, but specifically excluding any sale of any Equity Interest by a Financing Subsidiary or Foreign Subsidiary or
cash received by a Financing Subsidiary or Foreign 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 or Foreign 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.


 


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


 


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


 


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


 


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


 






    33


     


    

 


“Other Permitted Indebtedness”
means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of the Borrower’s business which
are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness
(including Guarantees thereof but excluding Indebtedness for borrowed money) arising in connection with transactions in the ordinary
course of any Obligor’s business in connection with its purchasing of securities, loans, 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 Equivalents and U.S. Government Securities, (c) Indebtedness in respect of judgments
or awards so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII,
(d) Permitted Purchase Money Indebtedness, (e) Indebtedness which may be deemed to exist pursuant to any performance bonds,
surety bonds, statutory bonds, appeal bonds or similar obligations incurred in the ordinary course of business, (f) Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts incurred in the ordinary course
of business, (g) Indebtedness consisting of the obligations of suppliers, customers, franchisees and licensees of the Obligors and
their Subsidiaries in the ordinary course of business, (h) Indebtedness consisting of deferred purchase price or notes issued to
partners, members, officers, directors and employees to purchase or redeem the Securities (or option or warrants or similar instruments)
held by such partners, members, officers, directors and employees, (i) Indebtedness in respect of taxes, assessments or governmental
charges to the extent that payment thereof shall not at the time be required to be made hereunder, (j) real estate lease or mortgage
obligations incurred in the ordinary course of business, (k) contingent obligations resulting from the endorsement of instruments
for collection in the ordinary course of business and (l)(i) Indebtedness of an Obligor to or from another Obligor or (ii) Indebtedness
of the Borrower or any other Obligor to a SPE Subsidiary or a Permitted CLO Issuer entered into not in violation of this Agreement and
to the extent a court determines a transfer of assets (including participations) from such Obligor to such SPE Subsidiary or Permitted
CLO Issuer did not constitute a true sale, provided that, with respect to this clause (ii), the holders of such Indebtedness
have recourse only to the assets purported to be transferred (or in the case of participations, the portfolio investments that such participation
interest relates to) to such SPE Subsidiary or Permitted CLO Issuer or counterparty, as applicable, and to no other assets of the Obligors
in connection with such Indebtedness.


 


“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).


 






    34


     


    

 


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


 


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


 


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


 


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


 


“Permitted CLO Issuer”
means any issuer of CLO Securities that has acquired any Investments from an Obligor; provided that:


 


(i)            no
portion of the Indebtedness or any other obligations (contingent or otherwise) of such issuer (i) is Guaranteed by any Obligor (other
than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any way other
than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor (other than property that has
been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary), 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 issuer (excluding customary sale and contribution
agreements) other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at
the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection
with servicing receivables or financial assets and pursuant to Standard Securitization Undertakings, and


 


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


 


“Permitted Convertible
Indebtedness” means Indebtedness incurred by an Obligor that is convertible solely into Permitted Equity Interests of the Borrower.


 


“Permitted Equity
Interests” means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of
such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such
common stock at any time prior to the first anniversary of the Final Maturity Date (as in effect from time to time).


 






    35


     


    

 


“Permitted Liens”
means (a) Liens imposed by any Governmental Authority for Taxes, assessments or charges not yet due or that are being contested
in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or
any other Obligor in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary
course of business; provided that, such Liens (i) attach only to the securities (or proceeds) being purported to be
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’,
landlord, 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, banker’s lien, security interest
or other like right 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, charges for returning items and other
similar obligations; (h) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code
of the applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary
course of business or in respect of assets purported to be sold or otherwise contributed or disposed to any Person in a transaction not
prohibited by this Agreement; (i) deposits of money securing leases to which the 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 interfere with or affect in any material respect the ordinary course conduct of the business of the
Borrower or any of its Subsidiaries; (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 not prohibited hereunder); (l) any restrictions on the sale or disposition of assets arising from
a loan sale agreement (including a loan sale agreement between or among one or more Obligors with one or more Excluded Assets or with
respect to any asset subject to a Back-to-Back Transaction; provided such restrictions with respect to this clause (l) do not adversely
affect the enforceability of the Collateral Agent’s first-priority security interest on any Collateral); (m) any interest
or title of a lessor under any lease entered into by any Obligor or any of its Subsidiaries in the ordinary course of its business and
covering only the assets so leased; (n) leases or subleases, licenses or sublicenses granted to other Persons not materially interfering
with the conduct of the business of the Obligors or any of their Subsidiaries; (o) Liens on assets not constituting Collateral with
respect to obligations contemplated by clause (l) of the definition of “Other Permitted Indebtedness”; (p) Liens
of a collection bank arising under Section 4-210 of the UCC on items in the ordinary course of collection; (q) Liens encumbering
reasonable and customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred and not as a
means to speculate; (r) any buyout right of Antares Midco Inc. or its Affiliates to purchase a Portfolio Investment or other asset
pursuant to the Relationship Agreement; and (s) Liens on any assets (other than Collateral) securing Indebtedness under clauses
(e) and (h) of the definition of “Other Permitted Indebtedness”.


 






    36


     


    

 


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


 


“Permitted Purchase
Money Indebtedness” means, as of any date of determination, Purchase Money Indebtedness and Capital Lease Obligations incurred
after the Effective Date and any refinancing thereof in an aggregate principal amount outstanding at any one time not in excess of $10,000,000.


 


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


 


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


 


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


 


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


 






    37


     


    

 


“Portfolio Investment”
means any Investment held by the Obligors in their asset portfolio (and solely for purposes of determining the Borrowing Base, Cash or
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 or Affiliate of such Obligor; (c) any Investment that provides in favor of the underlying 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 the unused portion of a revolving loan or delayed draw term loan) pursuant to which any future advances
or payments to the underlying obligor of such debt may be required to be made by the applicable Obligor; (e) any Investment which
is, as of the date of the making of such Investment, made to a bankrupt entity (other than a debtor-in-possession financing and current
pay obligations), even if such Investment is not currently paying; (f) any Investment, Cash or account in which a Financing Subsidiary
has an interest; (g) any Investment that is not owned by an Obligor free and clear of any Liens (except for Permitted Liens); (h) any
Investment that is an Excluded Asset or any Investment in an Excluded Asset; and (i) any Joint Venture Investment (other than (i) the
ISLP Joint Venture or (ii) any other Joint Venture Investment as the Borrower may designate from time to time with the prior written
consent of the Administrative Agent, a portion of which shall constitute a Mezzanine Investment and the remainder constituting common
stock).


 


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


 


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


 


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


 


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


 


“Purchase Money Indebtedness”
means Indebtedness (other than the obligations hereunder, but including Capital Lease Obligations), incurred at the time of, or within
90 days after, the acquisition of any fixed or capital assets for the purpose of financing all or any part of the acquisition cost
thereof.


 


“Quarterly Dates”
means the last Business Day of March, June, September and December in each year, commencing on December 31, 2021.


 


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


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Adjusted Eurocurrency
Rate for Dollars, 11:00 a.m. (London time) on the day that is two Eurocurrency Banking Days preceding the date of such setting,
(2) if such Benchmark is the Adjusted Eurocurrency Rate for Euros, 11:00 a.m. (Brussels time) on the day that is two Eurocurrency
Banking Days preceding the date of such setting, (3) if such Benchmark is the Adjusted Eurocurrency Rate for Canadian Dollars, 10:00
a.m. (Toronto time) on the date of such setting, (4) if such Benchmark is the Adjusted Eurocurrency Rate for Australian Dollars,
10:30 a.m. (Melbourne 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 RFR Business Days prior to such setting and (6) if otherwise, the time determined by the Administrative
Agent in its reasonable discretion (in consultation with the Borrower).


 






    38


     


    

 


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


 


“Registration Statement”
means the Registration Statement filed by the Borrower with the Securities and Exchange Commission on February 9, 2021.


 


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


 


“Relationship Agreement”
means the Second Amended and Restated Relationship Agreement, dated January 29, 2020, among Bain Capital Credit, LP, the External
Manager, Antares Capital LP and Antares Holdings LP.


 


“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 Asset Coverage
Ratio” means, as of any date, the Asset Coverage Ratio as of the most recent Quarterly Date.


 


“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, or calculated with respect to, Dollars, the
Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the 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, or calculated with respect to, 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 calculated
with respect to, 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,
or calculated with respect to, (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 terms “Required
Dollar Lenders” and “Required Multicurrency Lenders”) means, at such time, 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.


 






    39


     


    

 


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


 


“Retention Holder”
means any Person that is the designated retention holder for purposes of satisfying U.S. or EU risk retention rules and that is
not entitled to receive any management fees and otherwise has no material assets or liabilities other than in connection with its activities
as a retention holder.


 


“Return of Capital”
means (a) any net cash amount received by any Obligor in respect of the outstanding principal of any Investment (whether at stated
maturity, by acceleration or otherwise), but not including any prepayment of a revolver that does not permanently reduce the related
commitments, (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; provided that, in the case of clauses (a), (b), (c) and
(d), net of any fees, costs, commissions, premiums, expenses and taxes payable or reasonably estimated to be payable with respect
thereto (including reasonable legal fees and expenses).


 


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


 


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


 


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


 






    40


     


    

 



 


“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 is, or the Loans constituting such Borrowing are, bearing interest
at a rate determined by reference to Daily Simple RFR.


 


“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.


 


“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 or any Governmental Authority succeeding to any or all of the functions thereof.


 


“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 any Obligor 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 or analogous
commitment), (ii) is recourse to or obligates any Obligor in any way (other than in respect of any SBIC Equity Commitment, Permitted
SBIC Guarantee or analogous commitment), 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 (other than in respect of any SBIC Equity Commitment, Permitted SBIC Guarantee or analogous commitment). Any such
designation by the Borrower shall be effected pursuant to a certificate of a Responsible 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.


 






    41


     


    

 


“Screen Rate”
means each of the LIBO Screen Rate, the EURIBOR Screen Rate, the CDOR Screen Rate and the BBSY Screen Rate.


 


“Secured Longer-Term
Indebtedness” means, as at any date, Indebtedness (other than Indebtedness hereunder) of any Obligor (which may be Guaranteed
by any other Obligor) that is secured by any assets of any Obligor that (a) has no scheduled amortization prior to (other than for
amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per year; provided
that amortization in excess of 1% per year shall be permitted so long as the amount of such amortization in excess of 1% is permitted
to be incurred pursuant to Section 6.01(i)), and a final maturity date not earlier than, six (6) months after the Final
Maturity Date (it being understood that (A) none of: (w) the conversion features under convertible notes; (x) the triggering
and/or settlement thereof; or (y) any cash payment made in respect thereof, shall constitute “amortization” for purposes
of this clause 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 for purposes of this
clause), (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, 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), which shall be not materially more restrictive upon the Borrower and its Subsidiaries,
while any Loans or the Commitments are outstanding, 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 shall not be deemed to be more restrictive for purposes of this definition)); provided that,
any Obligor may incur any Secured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause
(b) if it has duly made a Modification Offer 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); provided that Indebtedness arising under any Designated Swap shall not constitute Secured
Longer-Term Indebtedness hereunder.


 






    42


     


    

 


“Secured Shorter-Term
Indebtedness” means, collectively, (a) any Indebtedness of an Obligor (which may be Guaranteed by any other 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); provided that Indebtedness arising under any Designated Swap shall
not constitute Secured Longer-Term Indebtedness hereunder.


 


“Security Documents”
means, collectively, the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, control agreements
and other instruments executed and delivered on or after the Effective Date by any of the Obligors pursuant to the Guarantee and Security
Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations under and as defined in the
Guarantee and Security Agreement.


 


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


 


“SMBC” means
Sumitomo Mitsui Banking Corporation.


 


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


 


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


 


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


 






    43


     


    

 


“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.


 


“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, 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 (other than property that has been
contributed or sold, purported to be sold or otherwise transferred to such Subsidiary), 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 (excluding customary sale and contribution
agreements) other than on terms, taken as a whole, not materially less favorable to such Obligor than those that might be obtained at
the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection
with servicing receivables or financial assets and pursuant to Standard Securitization Undertakings, and


 


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


 


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


 


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


 


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


 






    44


     


    

 


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


 


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


 


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


 


As of the Effective Date, each
of BCC Middle Market CLO 2018-1, LLC, BCC Middle Market CLO 2019-1, LLC, BCC Middle Market 2019-1 Co-Issuer, LLC, BCSF Complete Financing
Solution Holdco LLC and BCSF Complete Financing Solution LLC is an SPE Subsidiary.


 


“SPE Subsidiary Recourse
Obligation” has the meaning assigned to such term in the definition of “Standard Securitization Undertakings”.


 


“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,
such Lien was created to secure Indebtedness owing by such issuer or such issuer’s affiliates to such creditors.


 


“Special Unsecured
Indebtedness” means Indebtedness of an Obligor issued after the Effective Date (which may be Guaranteed by Subsidiary Guarantors)
that that (a) has a final maturity date not earlier than the Final Maturity Date (it being understood that (A) none of: (w) the
conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect
thereof , shall constitute “amortization” for purposes of this clause 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 for purposes of this clause), (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 upon the Borrower and its Subsidiaries, while any Loans
or the Commitments are outstanding, than those set forth in this Agreement (it being understood that put rights or repurchase or redemption
obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the capital stock of the
Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its capital stock or (y) arising
out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note
offerings) or be an Event of Default shall not be deemed to be more restrictive for purposes of this definition); provided that,
any Obligor may incur any Unsecured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause
(b) if it has duly made a Modification Offer and (c) that is not secured by any assets of any Obligor. For the avoidance
of doubt the conversion of all or any portion of any Permitted Convertible Indebtedness constituting Special Unsecured Indebtedness into
Permitted Equity Interests in accordance with Section 6.12(a), shall not cause such Indebtedness to be designated as Special
Unsecured Indebtedness hereunder.


 






    45


     


    

 


“Standard Securitization
Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance
guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase
price credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness
of the associated account debtors), (c) representations, warranties, covenants and indemnities (together with any related performance
guarantees) of a type that are reasonably customary in accounts receivable securitizations or securitizations of financial assets
or collateralized loan obligations and (d) obligations (together with any related performance guarantees) under any “bad boy”
guarantee, guarantee of any make-whole premium or other guarantee; provided, however, that any such guarantee of any make-whole premium
or other guarantee shall not exceed 10% of the aggregate unfunded commitments plus outstandings under the applicable loan (any such guarantee
or make-whole premium (other than a performance guarantee or “bad boy” guarantee) described in this clause (d), a “SPE
Subsidiary Recourse Obligation”).


 


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


 


“Sterling”
or “£” 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 any Obligor in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower
and its Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.


 






    46


     


    

 


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


 


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


 


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


 


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


 


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


 


“TARGET Day”
means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (or, if such payment system
ceases to be operative, any successor settlement system as reasonably 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.


 


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


 


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


 


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


 






    47


     


    

 


“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) and (iii) the date on which the Commitments are terminated pursuant to Article VII.


 


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


 


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


 


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


 


“Transferred Assets”
has the meaning assigned to such term in Section 6.03(h).


 


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


 


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


 


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


 


“Unadjusted
Benchmark Replacement” means the 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).


 






    48


     


    

 


“Unsecured Longer-Term
Indebtedness” means unsecured Indebtedness of any Obligor (which may be Guaranteed by any other Obligor) that (a) has a
final maturity date not earlier than six (6) months after the Final Maturity Date (it being understood that (A) none of: (w) the
conversion features under convertible notes; (x) the triggering and/or settlement thereof; or (y) any cash payment made in respect
thereof, shall constitute “amortization” for purposes of this clause 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 for purposes of this clause), (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 upon the Borrower and its Subsidiaries, while any Loans
or the Commitments are outstanding, than those set forth in this Agreement (it being understood that put rights or repurchase or redemption
obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the capital stock of the
Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its capital stock or (y) arising
out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note
offerings) or be an Event of Default shall not be deemed to be more restrictive for purposes of this definition); provided that,
any Obligor may incur any Unsecured Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this clause
(b) if it has duly made a Modification Offer and (c) that is not secured by any assets of any Obligor. For the avoidance
of doubt the conversion of all or any portion of any Permitted Convertible Indebtedness constituting Unsecured Longer-Term Indebtedness
into Permitted Equity Interests in accordance with Section 6.12(a), shall not cause such Indebtedness to be designated as
Unsecured Shorter-Term Indebtedness hereunder.


 


Notwithstanding the foregoing,
the Existing Notes shall be deemed Unsecured Longer-Term Indebtedness in all respects despite the fact that each maturity date of the
Existing Notes is prior to the Maturity Date so long as the Existing Notes continue to comply with all other requirements of the above
definition; provided that from and after the date that is nine (9) months prior to the scheduled maturity date of any such
Existing Notes, such Existing Notes shall be included in the Covered Debt Amount.


 


“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 or Special Unsecured Indebtedness and (b) any Indebtedness that is
designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a).


 


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


 






    49


     


    

 


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


 


SECTION 1.03.
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
 “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “principal amount”
or “obligations” owed by any Person under any (x) Hedging Agreement (other than a total return swap) shall refer to the
amount that would be required to be paid by such Person if such Hedging Agreement were terminated at such time (after giving effect to
any netting agreement) less any collateral posted in support thereof and (y) total return swap shall refer to the notional amount
thereof less any collateral posted in support thereof.


 






    50


     


    

 


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 (x) the Borrower, the Administrative Agent and the Lenders agree
to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to the Borrower so as to equitably
reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition
shall be the same after such change to comply with GAAP as if such change had not been made and (y) such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating
leases for purposes of GAAP prior to the issuance on February 25, 2016 of the Accounting Standards Update (the “ASU”)
shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for the purposes of
the Loan Documents hereunder  (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact
that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized
lease obligations in the financial statements to be delivered pursuant to the Loan Documents.  Whether or not the Borrower may at
any time adopt Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic 825-10 (or
successor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair
value basis pursuant to FASB Statement of Financial Accounting Standard No. 141(R) (or successor standard solely as it relates
to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis
that the Borrower has not adopted FASB Accounting Standards Codification Subtopic 825-10 (or such successor standard solely as it relates
to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, FASB Statement of Financial Accounting Standard
No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).


 






    51


     


    

 


SECTION 1.05.
Currencies; Currency Equivalents.


 


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


 


(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.


 






    52


     


    

 


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.


 


ARTICLE II


 


THE
CREDITS


 


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


 


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


 


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


 


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


 


SECTION 2.02.
Loans and Borrowings.


 


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


 


(b)           Type
of Loans. Subject to Section 2.13, each Syndicated Borrowing of a Class shall be constituted entirely of ABR Loans,
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 (x) any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and (y) in
exercising such option, such Lender shall use reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which
obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs
for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such
request for costs for which compensation is provided under this Agreement, the provisions of Sections 2.14 and 2.18 shall apply).


 






    53


     


    

 


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


 


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


 


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


 


SECTION 2.03.
Requests for Syndicated Borrowings.


 


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


 






    54


     


    

 


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


 


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


 


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


 


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


 


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


 


(v)           in
the case of a 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 “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.


 


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


 






    55


     


    

 


SECTION 2.04.
Swingline Loans.


 


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


 


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


 


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


 






    56


     


    

 


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


 


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


 






    57


     


    

 


SECTION 2.05.
Letters of Credit.


 


(a)           General.
Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, (i) the
Borrower may request any Issuing Bank to issue, and (ii) each Issuing Bank severally agrees to issue, at any time and from time to
time during the Availability Period and under either the Dollar Commitments or, solely in the case of an Issuing Bank that is a Multicurrency
Lender, under the Multicurrency Commitments, Letters of Credit denominated in Dollars or (in the case of Letters of Credit under the Multicurrency
Commitments) in any Agreed Foreign Currency for its own account or the account of its designee (provided that the Obligors
shall remain primarily liable to the Lenders hereunder for payment and reimbursement of all amounts payable in respect of the Letters
of Credit hereunder) in such form as is acceptable to such Issuing Bank in its reasonable determination and for the benefit of such
named beneficiary or beneficiaries as are specified by the Borrower. Letters of Credit issued hereunder shall constitute utilization of
the Commitments up to the aggregate amount available to be drawn thereunder.


 


(b)           Notice
of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension
of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by such Issuing Bank) to any Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying
the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section 2.05),
the amount and Currency of such Letter of Credit, whether such Letter of Credit is to be issued under the Dollar Commitments or the Multicurrency
Commitments, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew
or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application
on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control.


 


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


 






    58


     


    

 


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


 


(e)           Participations.
By the issuance of a Letter of Credit of a Class (or an amendment to a Letter of Credit increasing the amount thereof) by an
Issuing Bank, and without any further action on the part of such Issuing Bank or the Lenders, such Issuing Bank hereby grants to each
Dollar Lender and Multicurrency Lender, in the case of a Letter of Credit denominated in Dollars, and each Multicurrency Lender, in the
case of a Letter of Credit denominated in an Agreed Foreign Currency, and each Lender of such Class hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Dollar Lender’s and Multicurrency Lender’s Applicable Percentage,
in the case of a Letter of Credit denominated in Dollars, or Applicable Multicurrency Percentage, in the case of a Letter of Credit denominated
in an Agreed Foreign Currency, of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph (e) in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the applicable Commitments; provided that
no Lender shall be required to purchase a participation in a Letter of Credit pursuant to this Section 2.05(e) if (x) the
conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit was
issued and (y) the Administrative Agent or any Lender shall have so notified such Issuing Bank in writing at least two (2) Business
Days prior to the requested date of issuance of such Letter of Credit and shall not have subsequently determined that the circumstances
giving rise to such conditions not being satisfied no longer exist. Unless an Issuing Bank has received written notice from any Lender,
the Administrative Agent or the Borrower, at least two (2) Business Days prior to the requested date of issuance of the applicable
Letter of Credit, that one or more applicable conditions contained in Section 4.02 shall not then be satisfied, then, subject to
the terms and conditions hereof, such Issuing Bank shall be entitled to assume all such conditions are satisfied.


 






    59


     


    

 


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


 


(f)            Reimbursement.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in
respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in the Currency in which
such Letter of Credit is denominated not later than 3:00 p.m., New York City time, on (i) the Business Day that the Borrower receives
notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if
such LC Disbursement is not less than $1,000,000 and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing
set forth herein (other than any minimum amounts, including as set forth in Section 2.02(c)), request in accordance with Section 2.03
or 2.04 that such payment be financed with a Syndicated ABR Borrowing or a Swingline Loan of the respective Class in an equivalent
amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting
Syndicated ABR Borrowing or Swingline Loan.


 


If the Borrower fails to make
such payment when due, the Administrative Agent shall notify each affected Lender of the applicable LC Disbursement, the payment then
due from the Borrower in respect thereof and such Lender’s Applicable Percentage, in the case of a Letter of Credit denominated
in Dollars, or such Multicurrency Lender’s Applicable Multicurrency Percentage, in the case of a Letter of Credit denominated in
an Agreed Foreign Currency, thereof.


 






    60


     


    

 



 


(g)           Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section 2.05 shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term
or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter
of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and
(iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions
of this Section 2.05, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.


 


None of the Administrative Agent,
the Lenders, the Issuing Banks or any of their respective Related Parties shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit by the Issuing Banks or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s fraud, gross
negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that:


 


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


 


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


 


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


 


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


 






    61


     


    

 


(i)            Interim
Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such
LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable
to Syndicated ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement within two (2)  Business Days
following the date when due pursuant to paragraph (f) of this Section 2.05, then the provisions of Section 2.12(c) shall
apply. Interest accrued pursuant to this paragraph (i) shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section 2.05 to
reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


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


 






    62


     


    

 


(k)           Cash
Collateralization. If the Borrower shall be required to provide Cash Collateral for LC Exposure pursuant to Section 2.05(d),
Section 2.09(a), Section 2.10(b) or (c) or the penultimate paragraph of Article VII,
the Borrower shall promptly, but in any event within five (5) Business Days, deposit into a segregated collateral account or accounts
(herein, collectively, the “Letter of Credit Collateral Account”) in the name and under the dominion and control
of the Administrative Agent, for the benefit of the Lenders, Cash denominated in the Currency of the Letter of Credit under which such
LC Exposure arises in an amount equal to the amount required under Section 2.05(d), Section 2.09(a), Section 2.10(b) or
(c), or the penultimate paragraph of Article VII, as applicable. Such deposit shall be held by the Administrative Agent
as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment of the “Secured Obligations”
under and as defined in the Guarantee and Security Agreement, and for these purposes the Borrower hereby grants a security interest to
the Administrative Agent for the benefit of the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined
in the Uniform Commercial Code) or other property held therein. If the Borrower is required to provide Cash Collateral hereunder
as a result of the occurrence of an Event of Default, such Cash Collateral (to the extent not applied as set forth in this Section 2.05(k))
shall be returned to the Borrower promptly after all Events of Default have been cured or waived. If the Borrower is required to provide
Cash Collateral hereunder pursuant to Section 2.10(b)(ii), such Cash Collateral (to the extent not applied as set forth in
this Section 2.05(k)) shall be returned to the Borrower promptly as and to the extent that, after giving effect to such return,
the aggregate Revolving Multicurrency Credit Exposures would not exceed the aggregate Multicurrency Commitments.


 


(l)            No
Obligation to Issue After Certain Events. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: any order,
judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from
issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank shall
refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank
with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated
hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was
not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it, or the issuance of such Letter of
Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.


 


(m)           Applicability
of ISP and UCP. Unless otherwise expressly agreed by the Issuing Banks and the Borrower when a Letter of Credit is issued, (i) the
rules of the International Standby Practices shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance
shall apply to each commercial Letter of Credit


 


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


 






    63


     


    

 


SECTION 2.06.
Funding of Borrowings.


 


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


 


(b)           Presumption
by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed funding
deadline of any Borrowing set forth in clause (a) above that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such
date in accordance with 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 Syndicated Borrowings. Subject to Section 2.03(d), the Loans constituting each Syndicated Borrowing
initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have
the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of
a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Borrowing, may elect
the Interest Period therefor, all as provided in this Section 2.07; provided, however, that (i) a Syndicated
Borrowing of a Class may only be continued or converted into a Syndicated Borrowing of the same Class, (ii) a Syndicated Borrowing
denominated in one Currency may not be continued as, or converted to, a Syndicated Borrowing in a different Currency, (iii) no Eurocurrency
Borrowing denominated in a Foreign Currency may be continued if, after giving effect thereto, (x) the aggregate Revolving Multicurrency
Credit Exposures would exceed the aggregate Multicurrency Commitments or (y) the aggregate Revolving Multicurrency Credit Exposure
denominated in the Agreed Foreign Currencies would exceed the Foreign Currency Sublimit, and (iv) a Eurocurrency Borrowing denominated
in a Foreign Currency and a RFR Borrowing may not be converted to a Borrowing of a different Type. The Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders
of the respective Class holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered
a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.


 






    64


     


    

 


(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 or e-mail by the time that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Syndicated Borrowing of the Type resulting from such election to be made on the effective date of such election. Each
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly (but no later than the close of business on
the date of such request) by hand delivery, telecopy or electronic communication to the Administrative Agent of a written Interest
Election Request.


 


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


 


(i)            the
Borrowing (including the Class of Commitment) to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case
the information to be specified pursuant to clauses (iii) and (iv) of this paragraph (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 “Interest Period” and permitted under Section 2.02(d).


 


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


 


(e)           Failure
to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency
Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such
Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Syndicated Eurocurrency
Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency,
the Borrower shall be deemed to have selected an Interest Period of one month. 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.


 






    65


     


    

 


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, without premium or penalty, terminate or from time to time reduce, the Commitments
ratably among each 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 a larger multiple of $5,000,000 in excess thereof (or, if less, the entire amount of the Commitments
of such Class) and (ii) the Borrower shall not terminate or reduce the Commitments of either Class if, after giving effect to
any concurrent prepayment of the Syndicated Loans of such Class in accordance with Section 2.10, the total Revolving
Credit Exposures of such Class would exceed the total Commitments of such Class or the aggregate Revolving Multicurrency Credit
Exposure denominated in the Agreed Foreign Currencies would exceed the Foreign Currency Sublimit. Any such reduction of the Commitments
below the amount of the Swingline Loans permitted under Section 2.04(a)(i) and the Letters of Credit permitted under
Section 2.05(c)(i) shall result in a dollar-for-dollar reduction of such amounts as applicable.


 


(c)            Notice
of Voluntary Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under clause (b) of this Section 2.08 at least three (3) Business Days prior to the effective
date of such termination or reduction (or such lesser period agreed to by the Administrative Agent), 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 or reduction 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 transactions, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.


 


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


 


(e)           Increase
of the Commitments.


 





    66


     


    




(i)            Requests
for Increase by Borrower. The Borrower may, at any time, request that the Commitments hereunder of a Class be increased (each
such proposed increase being a “Commitment Increase”) upon notice to the Administrative Agent (who shall promptly notify
the Lenders), which notice shall specify each existing Lender (each an “Increasing Lender”) and/or each additional
lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such
increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business
Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 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 $1,000,000,000;


 


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


 


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


 


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


 


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


 


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


 






    67


     


    

 


(y)            each
Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to 11:00 a.m., New York City time
on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement substantially
in the form of Exhibit D hereto (or such other form as shall be reasonably satisfactory to the Administrative Agent) appropriately
completed, and otherwise in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which
such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of
the respective Class, 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 (which may also include the amount of any fees, expenses or amounts due by the Borrower on or prior to the Commitment
Increase Date assuming that the Borrower has submitted a request for Borrowing for such amounts in accordance with Section 2.03);
provided that, with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing
Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed
from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall make and receive payments among
themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of such Class are
held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (after
giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts, if any, payable under
Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders of such Class shall be deemed to
have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably
in accordance with their Commitments of such Class as so increased.


 






    68


     


    

 


SECTION 2.09.
Repayment of Loans; Evidence of Debt.


 


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


 


(i)            to
the Administrative Agent for the account of the Lenders of such Class the outstanding principal amount of the Loans of such Class and
all other amounts due and owing hereunder and under the other Loan Documents on the Final Maturity Date;


 


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


 


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


 


(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 e-mail) of such selection not later than the time set forth in Section 2.10(e) prior to the scheduled
date of such repayment; provided that each repayment of Borrowings in Dollars 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 Syndicated Borrowing shall be applied ratably to the
Loans included in such Borrowing.


 


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


 


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


 






    69


     


    

 


(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 substantially in the form of Exhibit F or such other form reasonably satisfactory to
or approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable
to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).


 


SECTION 2.10.
Prepayment of Loans.


 


(a)           Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without
premium or penalty except for payments under Section 2.15, subject to the requirements of this Section 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 (x) the aggregate Revolving Multicurrency Credit Exposure minus the Multicurrency LC
Exposure fully Cash Collateralized on such date exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect
or (y) the aggregate Revolving Multicurrency Credit Exposure denominated in an Agreed Foreign Currency minus the Multicurrency
LC Exposure denominated in an Agreed Foreign Currency fully Cash Collateralized on such date exceeds 105% of the Foreign Currency Sublimit,
the Borrower shall prepay the Multicurrency Loans (and/or provide Cash Collateral for Multicurrency LC Exposure as specified in Section 2.05(k))
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 and the Revolving Multicurrency Credit Exposure denominated in an Agreed
Foreign Currency does not exceed the Foreign Currency Sublimit.


 






    70


     


    

 


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


 


Any prepayment pursuant to this
paragraph (b) shall be applied, first, to Swingline Loans denominated in an Agreed Foreign Currency that are outstanding,
second, to Syndicated Multicurrency Loans outstanding and third, as cover for Multicurrency LC Exposure.


 


(c)           Mandatory
Prepayments due to Borrowing Base Deficiency.


 


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


 


(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 any Financing Subsidiaries or Foreign Subsidiaries) 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)).


 






    71


     


    

 


(ii)           Equity
Issuance. Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than any Financing Subsidiaries or Foreign Subsidiaries)
of any of its Equity Interests (other than (x) any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor
or (y) pursuant to any distribution or dividend reinvestment plan), 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 any Financing Subsidiaries or Foreign Subsidiaries
or incurred under the BCSF Advisors Loan Agreement) of any Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans
equal to 100% of all Net Cash Proceeds (excluding any portion of such proceeds required to be paid by such Obligor pursuant to a concurrent
Back-to-Back Transaction) received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such
prepayments to be applied as set forth in Section 2.09(b)).


 


(iv)          Extraordinary
Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the Commitment Termination
Date, exceeds $5,000,000 in the aggregate) received by or paid to or for the account of the Borrower or any of its Subsidiaries (other
than any Financing Subsidiaries), and not otherwise included in clause (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, and is not otherwise included in clauses (i), (ii),
(iii) or (iv) of this Section 2.10(d), the Borrower shall prepay an aggregate principal amount of
Loans equal to (x) 90% of such Return of Capital to the extent such Return of Capital is not from a Financing Subsidiary or Foreign
Subsidiary and (y) 50% of such Return of Capital to the extent such Return of Capital is from a Financing Subsidiary or Foreign Subsidiary
(excluding amounts payable by the Borrower pursuant to Section 2.15), in each case, 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 dividends and 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 its election to be treated as a “business development company” under the
Investment Company Act for so long as the Borrower retains such status and to avoid payment by the Borrower of federal income and excise
Taxes imposed by Section 4982 of the Code for so long as the Borrower retains the status of a RIC under the Code, 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.


 






    72


     


    

 


(e)            Notices,
Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan made by a Swingline Lender,
such Swingline Lender) by telephone (confirmed by telecopy or e-mail) 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 10(d)), not later
than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency
Borrowing denominated in a Foreign Currency (other than in the case of a prepayment pursuant to Section 2.10(d)), not later
than 11:00 a.m., Applicable Time, four 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, four Business
Days before the date of prepayment, (iv) in the case of prepayment of a Syndicated ABR Borrowing (other than in the case of a prepayment
pursuant to Section 2.10(d)), not later than 11:00 a.m., New York City time, on the date of prepayment, (v) in the case
of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment, or (vi) 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 or, in each case of the notice periods described in this paragraph (e), such lesser period as the Administrative Agent
may reasonably agree. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing
or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if (i) a notice of prepayment is given in connection with a conditional notice of termination of the Commitments
of a Class as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.08 and (ii) any notice given in connection with Section 2.10(d) may
be conditioned on the consummation of the applicable transaction contemplated by such Section and the receipt by the Borrower or
any such Subsidiary (other than a Financing Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice relating to
a Syndicated Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each partial prepayment of
any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02
or in the case of a Swingline Loan, as provided in Section 2.04, except as necessary to apply fully the required amount of
a mandatory prepayment. Each prepayment of a Syndicated Borrowing of a Class of Commitments shall be applied ratably to the Loans
held by the Lenders of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12 and shall be made in the manner specified in Section 2.09(b).


 






    73


     


    

 


SECTION 2.11.
Fees.


 


(a)            Commitment
Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at
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. Commitment fees accrued through and including such Quarterly Date shall be payable in arrears within
five (5) Business Days after each Quarterly Date commencing on the first such date to occur after the Effective Date and ending on
the earlier of the date the Commitments of the respective Class terminate and the Commitment Termination Date. All commitment fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). For purposes of computing commitment fees, (i) the daily unused amount of the applicable Commitment
shall be determined as of the end of each day and (ii) the Commitment of any Class of a Lender shall be deemed to be used to
the extent of the outstanding Syndicated Loans and LC Exposure of such Class of such Lender (and the Swingline Exposure of such Class of
such Lender shall be disregarded for such purpose).


 


(b)            Letter
of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee
with respect to its participations in Letters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal
to the Applicable Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure of
such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements), following receipt of an invoice from the
Administrative Agent, during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s
Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to
each Issuing Bank a fronting fee, which shall accrue at the rate equal to 0.25% per annum on the average daily amount of such Issuing
Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases
to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension
of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each
Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after
the Effective Date; provided that, all such fees with respect to the Letters of Credit shall be payable on the Termination Date
and the Borrower shall pay any such fees that have accrued and that are unpaid on the Termination Date and, in the event any Letters of
Credit shall be outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the Termination Date the
full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through
but not including the date such outstanding Letters of Credit are scheduled to expire (and, in that connection, the Lenders agree not
later than the date five (5) Business Days after the date upon which the last such Letter of Credit shall expire or be terminated
to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower
over the sum of the amount of such fees that ultimately accrue through the date of such expiration or termination and the aggregate amount
of all other unpaid obligations hereunder at such time). Any other fees payable to an Issuing Bank pursuant to this paragraph (b) shall
be payable within ten (10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of
a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any
fees representing the Borrower’s reimbursement obligations of expenses, to the extent the requirements of an invoice are not otherwise
specified in this Agreement, shall be due (subject to the other terms and conditions contained herein) within ten (10) Business Days
of the date that the Borrower receives from the Administrative Agent a reasonably detailed invoice for such reimbursement obligations.


 






    74


     


    

 


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


 


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


 


SECTION 2.12.
Interest.


 


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


 


(b)            Eurocurrency
Loans. The Loans constituting each Eurocurrency Borrowing shall bear interest at a rate per annum equal to the Adjusted 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 amount of principal of any Loan, interest, fee or other amount payable by the Borrower
hereunder is accrued and not paid when due (after giving effect to any grace or cure periods), whether at stated maturity, by acceleration
or otherwise, and the Required Lenders have elected to increase pricing, such overdue amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to (A) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided above, (B) in the case of any Letter of Credit, 2% plus the fee otherwise applicable to
such Letter of Credit as provided in Section 2.11(b)(i), or (C) in the case of any fee or other amount, 2% plus
the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.12. The Administrative Agent agrees
to promptly notify the Borrower in writing of any election by the Required Lenders to increase pricing pursuant to this clause (d).


 






    75


     


    

 


(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 in accordance with such paragraph, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of a Syndicated ABR Loan prior to the Final Maturity Date),
accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in
the event of any conversion of any Eurocurrency Borrowing denominated in Dollars prior to the end of the Interest Period therefor, accrued
interest on such Borrowing shall be payable on the effective date of such conversion.


 


(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 Adjusted Eurocurrency Rate shall be determined by the Administrative Agent in accordance with this Agreement 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) in good faith that, by reason of circumstances affecting the relevant interbank market, adequate
and reasonable means do not exist for ascertaining the Adjusted 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 in good faith that adequate and reasonable means do not exist for ascertaining
the Daily Simple RFR for the Affected Currency; or


 


(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 Adjusted Eurocurrency Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect
the cost to such Lenders of making, funding 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, funding
or maintaining the Loans included in such RFR Borrowing;


 






    76


     


    

 


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


 


SECTION 2.14.
Increased Costs.


 


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


 


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


 


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


 


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


 






    77


     


    

 


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


 


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


 


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


 


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


 


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


 






    78


     


    

  


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


 


Payment under this Section 2.15 shall
be made upon written request of a Lender delivered not later than ten (10) 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) Business Days after receipt thereof.


 


SECTION 2.16.
Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Taxes, except as required by applicable law (as determined in the good faith
discretion of an applicable withholding agent); provided that if the Borrower shall be required to deduct any Taxes from such payments,
then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums payable under this Section 2.16) the Administrative
Agent, applicable Lender or applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable law.


 


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


 






    79


     


    

 


(c)            Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank for and, within 10 Business
Days after written demand therefor, pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) paid by the Administrative Agent, such
Lender or such Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority, except to the extent that any such Indemnified Taxes or Other Taxes arise as the result of the fraud, gross negligence or willful
misconduct of the Administrative Agent, such Lender or such Issuing Bank. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or
an Issuing Bank, shall be conclusive absent manifest error.


 


(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.


 


(f)            Tax
Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and
the related Loan Documents, 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
or reasonably requested by the Borrower 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 Sections 2.16(f)(ii), 2.16(f)(iii) and 2.16(g) 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.


 






    80


     


    

 



 


(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,


 


(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


 






    81


     


    

 


(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, any Lender or any Issuing Bank 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,
any Lender or any Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided that, the Borrower, upon the request of the Administrative Agent, any Lender or any Issuing
Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing
Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h),
in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this
clause (h), the payment of which would place such Person in a less favorable net after-Tax position than such Person would have
been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall
not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its tax returns or its books or
records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.


 






    82


     


    

 


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


 


(a)            Payments
by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or under any other
Loan Document (except to the extent otherwise provided therein) prior to 2:00 p.m., New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise
expressly provided in the relevant Loan Document and except payments to be made directly to any Issuing Bank or any Swingline Lender as
expressly provided herein and payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03, which shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the 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, or any reimbursement or Cash Collateralization of any LC
Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except
to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay
any principal of any Loan or LC Disbursement when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise),
the unpaid portion of such Loan or LC Disbursement shall, if such Loan or LC Disbursement is not denominated in Dollars, automatically
be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor,
on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and
such principal shall be payable on demand; and if the Borrower shall fail to pay any interest on any Loan or LC Disbursement that is not
denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is
a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the
Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.


 






    83


     


    

 


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, unreimbursed LC Disbursements, interest and fees of a Class of Commitments then due hereunder, such funds
shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees of such Class then due to such parties, and (ii) second, to pay principal
and unreimbursed LC Disbursements of such Class then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties.


 


(c)            Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from
the Lenders of such Class of Commitments, each payment of commitment fee under Section 2.11 shall be made for the account
of the Lenders pro rata according to the average daily unutilized amounts of the respective Class of Commitments, and each termination
or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective
Commitments of the Lenders of such Class of Commitments, pro rata according to the amounts of their respective Commitments of such
Class of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders
of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making
of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions
and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by
the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective
unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest
on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the 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, or participations in LC Disbursements, of such
Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations
in LC Disbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such
Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and
participations in LC Disbursements, of other Lenders of such Class to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Loans, and participations in LC Disbursements, of such Class; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (d) shall not be
construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph (d) 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.


 






    84


     


    

 


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


 


(f)            Certain
Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c),
2.05(e), 2.06(a) or (b) or 2.17(e), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the 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 Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.16, then, at the request of the Borrower, 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 reasonable 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.


 






    85


     


    

 


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


 


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


 






    86


     


    

 


(ii)            Certain
Fees.


 


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


 


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


 






    87


     


    

 


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


 


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


 


(b)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lenders and the Issuing Banks agree in writing that a Lender
is no longer a Defaulting Lender, the 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 the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations
in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving
effect to Section 2.19(a)(iii)), and if any 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 the 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.


 






    88


     


    

 


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


 


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


 


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


 


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


 






    89


     


    

 


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


 


SECTION 2.20.
Effect of Benchmark Transition Event.


 


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


 


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


 






    90


     


    

 


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


 


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


 


(e)            Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for a Currency is a term rate (including Term
SOFR or the Adjusted 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.


 


(f)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower
may revoke any request for a Eurocurrency Borrowing 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, the Eurocurrency
Rate for such Eurocurrency Borrowing or Daily Simple RFR for such RFR Borrowing shall be a rate quoted as being representative of the
cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing or RFR Borrowing, as applicable (from whatever source and
using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to
the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s
request to the Administrative Agent therefor. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such
Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.


 






    91


     


    

 


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


 


Upon the occurrence of a Benchmark
Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.20(a) and (b) provide
the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to
Section 2.20(d), of any change to the reference rates upon which the interest rates on Eurocurrency Borrowings are based.
However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to,
the administration, submission or any other matter related to LIBOR or other rates in the definition of “Adjusted Eurocurrency Rate”
or with respect to any alternative or successor rate thereto, or replacement rate thereof (provided that any alternative or successor
rate thereto, or replacement rate thereof, is selected in accordance with this Agreement), including without limitation, whether the composition
or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic
equivalence of, the Adjusted Eurocurrency Rate or have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability;
provided that the Borrower shall not have any liability as a result of this paragraph except to the extent set forth in Section 9.03(b) or
9.03(c).


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and
warrants to the Lenders that:


 


SECTION 3.01.
Organization; Powers. Each of the Borrower and its Subsidiaries (other than any Immaterial Subsidiary) (a) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power
and authority to carry on its business as now conducted and, (c) is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required except where the failure to comply with clauses (b) and (c) would not reasonably
be result in a Material Adverse Effect.


 






    92


     


    

 


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 against such Obligor in accordance with its terms, except as such enforceability
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement
of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


SECTION 3.03.
Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any applicable 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 other Obligor or any order of any Governmental Authority applicable to the Borrower or any other Obligor,
or their respective property, (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 (other than Liens permitted by Section 6.02) on any asset of the
Borrower or any other Obligor.


 


SECTION 3.04.
Financial Condition; No Material Adverse Effect.


 


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


 


(b)            No
Material Adverse Effect. Since the date of the most recent Applicable Financial Statements, there has not been any event, development
or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.05.
Litigation. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority
now pending against or, to the knowledge of any Financial Officer of the Borrower, threatened in writing 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,
would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve
this Agreement or the Transactions (other than any action brought by the Borrower against a Defaulting Lender).


 






    93


     


    

 


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, would not reasonably be expected to result
in a Material Adverse Effect. None of the Obligors is subject to any contract or other arrangement, the performance of which by them would
reasonably be expected to result in a Material Adverse Effect.


 


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


 


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


 


SECTION 3.09.
Disclosure. As of the Effective Date, the Borrower has disclosed in its public filings or to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, that if terminated prior to its term,
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 written reports, financial statements, certificates or other written information (other than projections (including
projected financial information), other forward looking information and information of a general economic or general industry nature or
information relating to third parties that, for the avoidance of doubt, are not Affiliates) 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 together with the Borrower’s public filings
and 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
materially misleading at the time made; provided that, with respect to projections (including projected financial information)
and other forward looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions
believed in good faith to be reasonable at the time of the preparation thereof (it being understood that projections are subject to significant
and inherent uncertainties and contingencies which may be outside of the Borrower’s control and that no assurance can be given that
projections will be realized, and are therefore not to be viewed as fact, and that actual results for the periods covered by projections
may differ from the projected results set forth in such projections and that such differences may be material).


 






    94


     


    

 


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 SEC thereunder, in each case that are applicable to the Borrower and its Subsidiaries.


 


(c)            Investment
Policies. The Borrower is in compliance in all respects with the Investment Policies (after giving effect to any Permitted Policy
Amendments), except to the extent that the failure to so comply would not reasonably be expected to result in 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, except as otherwise provided in Section 5.09.


 


SECTION 3.11.
Material Agreements and Liens.


 


(a)            Material
Agreements. Part A of Schedule 3.11 is a complete and correct list, as of the Effective Date, of each material
credit agreement, loan agreement, indenture, note purchase agreement, guarantee, letter of credit or other arrangement providing for or
otherwise relating to any Indebtedness for borrowed money or any extension of credit (or commitment for any extension of credit) to,
or guarantee for borrowed money by, the Borrower or any other Obligor outstanding on the Effective Date and not otherwise publicly disclosed
in an aggregate principal amount in excess of $5,000,000 (in each case, other than (x) Indebtedness hereunder or under any other
Loan Document and (y) any such agreement or arrangement that is between or among an Obligor and any other Obligors), and the aggregate
principal or face amount outstanding or that is, or may become, outstanding under each such arrangement, in each case, as of the 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
for borrowed money of any Person outstanding on the Effective Date (other than Indebtedness hereunder or under any other Loan Document)
covering any property of the Borrower or any of the Subsidiary Guarantors, and the aggregate principal amount of such Indebtedness secured
(or that may be secured) by each such Lien and the property covered by each such Lien as of the Effective Date is correctly described
in Part B of Schedule 3.11.


 






    95


     


    

 


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), (d) and (g) 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
hereto as of the Effective Date, each of the Borrower and any of the Subsidiary Guarantors owns, free and clear of all Liens (other than
Liens created pursuant to this Agreement or the Security Documents and other Permitted Liens), all such Investments as of such date.


 


SECTION 3.13.
Properties.


 


(a)            Title
Generally. Each of the Borrower and each of the Obligors has good title to, or valid leasehold interests in, all their respective
real and personal property material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, except for
minor defects in title that do not interfere with their respective ability to conduct their respective business, taken as a whole, as
currently conducted or to utilize such properties for their intended purposes, except where failure to have title or leasehold interests
would not reasonably be expected to have 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 their respective business, taken as a whole, 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, would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.14.
Affiliate Agreements. As of the Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly
filed with the SEC) to the Administrative Agent true and complete copies of each of the Affiliate Agreements (as in effect on the Effective
Date 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 was in full force and effect.


 


SECTION 3.15.
Sanctions.


 


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


 






    96


     


    

 


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


 


SECTION 3.16.
Patriot Act. Each of the Borrower and its Subsidiaries is in compliance, to the extent applicable with (a) the Trading
with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening
America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds
of the Loans will be used, directly or, to the knowledge of a Responsible Officer of the Borrower, indirectly, for any payments to (i) any
governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting
in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, 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, (B) located, organized or resident in a Sanctioned
Country, in each case as would result in a violation of Sanctions or (C) in any other manner that would result in violation of Sanctions
applicable to any party hereto.


 


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 any failure that would not constitute an
Event of Default under clause (p) of Article VII. Except for filings and actions 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 to the extent
required thereunder, except for the failure to make any filing or take any other action that would not constitute an Event of Default
under clause (p) of Article VII.


 


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


 






    97


     


    

 


ARTICLE IV


 


CONDITIONS


 


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


 


(a)            Documents.
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 Obligors. A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of Dechert LLP, New York counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably
acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the
Administrative Agent).


 


(iii)            Corporate
Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors,
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 Responsible Officer of the Borrower, confirming compliance with the conditions set forth in Section 4.02.


 


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


 


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


 


(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 November 30, 2021.


 


(b)            Liens.
The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction with respect to the Borrower
and the Subsidiary Guarantors, confirming that each financing statement in respect of the Liens in favor of the Collateral Agent created
pursuant to the Security Documents is otherwise prior to all other financing statements or other interests reflected therein (other than
any financing statement or interest in respect of liens permitted under Section 6.02 or Liens to be discharged on or prior
to the Effective Date pursuant to documentation satisfactory to the Administrative Agent). 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 Secured Parties (as such term is defined
in the Guarantee and Security Agreement), a first priority perfected security interest in the Collateral (to the extent that such a security
interest may be perfected by a filing under the Uniform Commercial Code) shall have been properly filed in each jurisdiction required
(or arrangements for such filings acceptable to the Collateral Agent shall have been made).


 






    98


     


    

 


(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 the Subsidiary Guarantors in connection with the Transactions
and any transaction being financed with the proceeds of the Loans, and such consents, approvals, authorizations, registrations, filings
and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by
any Governmental Authority regarding the Transactions or any transaction being financed with the proceeds of the Loans shall be ongoing.


 


(d)            Fees
and Expenses. Subject to Section 9.03(a) hereof, the Borrower shall have paid in full to the Administrative Agent and the
Lenders all fees and expenses related to the Loan Documents (including the fees set forth in the Fee Letter) owing on the Effective Date.


 


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


 


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


 


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


 


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


 






    99


     


    

 


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


 


(c)            either
(i) the Covered Debt Amount (after giving effect to such extension of credit and any Concurrent Transaction) 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.


 


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


 


ARTICLE V


 


AFFIRMATIVE
COVENANTS


 


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


 


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


 


(a)            within
90 days after the end of each fiscal year of the Borrower, the audited consolidated statements of assets and liabilities, statements of
operations, statements of changes in net assets, statements of cash flows and schedule of investments of the Borrower and its consolidated
Subsidiaries as of the end of and for such fiscal 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 consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently (except as disclosed therein) applied; provided that
the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent the report of the
Borrower to the SEC on Form 10-K for the applicable fiscal year;


 






    100


     


    

 



 


 


 


(b)            within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated statements of assets
and liabilities, statement of operations, statements of changes in net assets, statements of cash flows and schedule of investments of
the Borrower and its consolidated 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, statement
of operations, statements of changes in net assets, statements of cash flows and schedule of investments, 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 consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently (except as disclosed therein) applied, subject to 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
the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period;


 


(c)            concurrently
with any delivery of financial statements under clause (a) or (b) of this Section 5.01, a certificate of
a Financial Officer of the Borrower (i)  certifying as to whether the Borrower has knowledge that a Default has occurred during the
applicable period and, if a Default has occurred (or has occurred and is continuing from a prior period), specifying the details thereof
and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Sections 6.01, 6.02, 6.04 and 6.07 and (iii) stating whether any change in GAAP as applied
by (or in the application of GAAP by) the Borrower has occurred since the Effective Date (but only if the Borrower has not previously
reported such change to the Administrative Agent and if such change has had a material effect on the financial statements) and, if any
such change has occurred, specifying the effect (unless such effect has been previously reported) as determined by the Borrower of such
change on the financial statements accompanying such certificate; provided that the requirements set forth in this clause (c)(iii) may
be fulfilled by providing to the Administrative Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly
period;


 


(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;


 


(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 (1) Business
Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph (e);


 


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


 


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


 






    101


     


    

 


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


 


(i)      
       the 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 DebtDomain or another relevant website or other information platform (the
 “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be
posted by the Administrative Agent on that portion of the Platform designated for such Public Lenders. The Borrower agrees to
clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower or any of its Subsidiaries
which is suitable to make available to Public Lenders. If the 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 the Borrower, its Subsidiaries and their Securities (as such term is defined in Section 5.13 of this
Agreement).


 


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


 


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


 


(a)            the
occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent);


 


(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, would reasonably be expected to result in a Material Adverse Effect;


 


(c)            the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred after the Effective Date, would reasonably
be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; and


 






    102


     


    

 


(d)            any
other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably
be expected to have a disproportionate effect on the Borrower or any of its Subsidiaries) that results in, or would 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 Responsible 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 (i) preserve, renew and keep in full force and effect its legal existence and
(ii) the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its Subsidiaries,
taken as a whole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited
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, would 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, and (b) the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP.


 


SECTION 5.05.
Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial
Subsidiaries) to, (a) keep and maintain all property material to the conduct of the business of the Borrower and its Subsidiaries,
taken as a whole. in good working order and condition, ordinary wear and tear excepted unless the failure to so keep and maintain 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.


 


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 in all material respects. 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 the Borrower, to visit and inspect
its properties during normal business hours, to examine and make extracts from its books and records (but only to the extent the applicable
Obligor is not prohibited from disclosing such information or providing access to such information pursuant to applicable law or an agreement
such Obligor entered into with a third party (other than an Affiliate) in the ordinary course of its business), 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, solely related to the Obligors and 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 other Obligor shall be entitled to have its representatives and advisors present during any inspection of its books and records
and during any discussion with its independent accountants and independent auditors 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.


 






    103


     


    

 


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
SEC thereunder. The Borrower 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 Guarantors shall form or acquire any new Subsidiary (other than an Excluded
Asset, 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 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
(unless waived by the Administrative Agent) 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. 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 such Subsidiary is a wholly owned Subsidiary; provided that the foregoing shall not prohibit any transaction permitted
under Section 6.03 or 6.04, so long as after giving effect to such permitted transaction each of the remaining Subsidiaries
of the Borrower is a wholly-owned Subsidiary.


 






    104


     


    

 


(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 Secured Parties (as such term is defined in the Guarantee and Security Agreement) (and any affiliate thereof that
is a party to any Hedging Agreement entered into with such Obligor) and the holders of any Secured Longer-Term Indebtedness or Secured
Shorter-Term Indebtedness, perfected security interests and Liens in the Collateral; provided that any such security interest or
Lien shall be subject to the relevant requirements of the Security Documents, (ii) in the case of any Portfolio Investment consisting
of a Bank Loan (as defined in Section 5.13) that is part of the Collateral 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 the administrative agent
under such underlying loan documents or 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 is part of the Collateral
but does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents, to ensure
that all funds held by such Obligor in such capacity as agent or administrative agent is segregated from all other funds of such Obligor
and clearly identified as being held in an agency capacity and (iv) to cause the closing sets and all executed amendments, consents,
forbearances and other modifications and assignment agreements relating to any 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; provided that, for the avoidance of doubt, this clause (iv) shall
not apply to any item of Collateral that is required to be Delivered (as such term is used in and to the extent required under Section 7.01(a) of
the Guarantee and Security Agreement).


 


SECTION 5.09.
Use of Proceeds. The Borrower will use the proceeds of the Loans and the issuances of Letters of Credit only for general
corporate purposes of the Borrower and its Subsidiaries, including, without limitation, purchasing shares of its common stock in connection
with the redemption (or buyback) of its shares, repaying outstanding Indebtedness not prohibited by the Loan Documents, paying fees and
expenses paid or payable in connection with this Agreement and the other Loan Documents, making other distributions, contributions and
investments, the acquisition and funding (either directly or through one or more wholly-owned Subsidiaries) of venture loans, leveraged
loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock, warrants and other Investments;
provided that, neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds.
No part of the proceeds of any extension of credit hereunder will be used to buy or carry any Margin Stock in violation of law (provided
that so long as no violation of Regulation U would result therefrom and the Borrower intends to immediately retire any whole or fractional
shares of its common stock purchased, (x) the Borrower may use proceeds of the Loans to purchase its common stock in connection with
the redemption (or buyback) of its shares and (y) the Borrower may use proceeds of the Loans for any (i) cash consideration
paid or payable and (ii) cash paid on account of fractional shares). 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.


 






    105


     


    

 


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


 


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


 


SECTION 5.12.
Portfolio Valuation and Diversification Etc.


 


(a)            Industry
Classification Groups. For purposes of this Agreement, the Borrower shall assign each Portfolio Investment included in the Borrowing
Base to an Industry Classification Group. To the extent that the Borrower determined that any Portfolio Investment is not adequately 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 adequate correlation,
the Borrower shall be permitted, upon prior notice to the Administrative Agent (for the distribution to each Lender), to create up to
three additional industry classification groups for purposes of this Agreement.


 


(b)            Portfolio
Valuation Etc.


 


(i)       
      Settlement Date Basis. For purposes of this Agreement, 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. For the purposes of this Agreement and not to be required to be utilized for any other purpose (including, for the avoidance
of doubt, the Borrower’s financial statements, valuations required under the Financial Accounting Standards Board Accounting Standards
Codification Topic 820, Fair Value Measurement (ASC 820) or valuations required under the Investment Company Act), the Borrower will conduct
reviews of the value to be assigned to each of its Portfolio Investments included in the Borrowing Base as follows:


 


(A)            Quoted
Investments - External Review. With respect to Portfolio Investments (including Cash Equivalents) included in the Borrowing Base
for which market quotations are readily available and that are traded in an active and orderly market (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):


 






    106


     


    

 


(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


 


(B)            Unquoted
Investments - External Review. With respect to each Portfolio Investment for which market quotations are not readily available (each,
an “Unquoted Investment”) by the External Manager (so long as it has the necessary delegated authority) or the Board of Directors
of the Borrower (or the appropriate committee thereof with the necessary delegated authority) shall determine the fair market value of
such Unquoted Investment; provided, however, that, as of the last day of the third fiscal quarter following the Effective
Date and each fiscal quarter end thereafter (each, a “Testing Quarter”), the Borrower shall have caused Approved Third-Party
Appraisers, during the twelve month period ending on such day, to have assisted the External Manager or the Board of Directors of the
Borrower, as applicable, in determining the fair market value of (x) Unquoted Investments that (I) are included in the Collateral
Pool and (II) have an aggregate Value equal to 50% or more of the Collateral Pool, in each case, as of such day provided that
such Portfolio Investments shall be selected by the Borrower in its sole discretion; and (y) each Unquoted Investment included in
the Collateral Pool with a Value that is equal to or greater than 3% of the Collateral Pool as of such day; provided that the Value
of any such Unquoted Investment acquired during a Testing 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
sub-clause (B).


 


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


 






    107


     


    

 


(D)           Failure
to Determine Values. If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the
requirements of the foregoing sub-clause (A), (B) or (C), then the “Value” of such Portfolio Investment
as at such date shall be deemed to be zero for purposes of the Borrowing Base until such time as the value of such Portfolio Investment
is otherwise determined or reviewed, as applicable, in accordance herewith.


 


(E)           Testing
of Values.


 


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


 


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


 






    108


     


    

 


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 included in the Borrowing Base with a value determined pursuant to Section 5.12(b)(ii) to
be independently valued by an Approved Third-Party Appraiser selected by the Administrative Agent. There shall be no limit on the number
of such appraisals requested by the Administrative Agent in its reasonable discretion; provided that, (i) any appraisal shall be
conducted in a manner that is not disruptive to the Borrower’s business and (ii) the values determined by any appraisal shall
be treated as confidential information by the Administrative Agent and the Lenders and shall be deemed to be “Information”
hereunder and subject to Section 9.13 hereof. The reasonable and documented out-of-pocket costs of any such valuation shall
be at the expense of the Borrower. The Administrative Agent shall notify the Borrower of its receipt of results from an Approved Third-Party
Appraiser of any appraisal and provide a copy of the results and any related reports to the Borrower. If the difference between the Borrower’s
valuation pursuant to Section 5.12(b)(ii)(B) and the valuation of any Approved Third-Party Appraiser selected by the
Administrative Agent pursuant to Section 5.12(b)(ii)(E) or (F) is (1) less than 5% of the Borrower’s
value thereof, then the Borrower’s valuation shall be used, (2) between 5% and 20% of the Borrower’s value thereof, then
the valuation of such Portfolio Investment shall be the average of the value determined by the Borrower and the value determined by the
Approved Third-Party Appraiser retained by the Administrative Agent and (3) greater than 20% of the Borrower’s 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).


 


(iii)            Generally
Applicable Valuation Provisions.


 


(A)          Each
Approved Third-Party Appraiser (whether selected by the Borrower or the Administrative Agent) shall apply a recognized valuation methodology
that is commonly accepted in the Borrower’s industry for valuing Portfolio Investments of the type being valued and held by the
Obligors. Other procedures relating to the valuation will be reasonably agreed upon by the Administrative Agent and the Borrower.


 






    109


     


    

 


(B)           For
the avoidance of doubt, subject to Section 5.12(b)(ii)(B) the value of any Portfolio Investments determined in accordance
with any provision of this Section 5.12 shall be the Value of such Portfolio Investment for purposes of this Agreement until
a new Value for such Portfolio Investment is subsequently required to be determined in good faith in accordance with this Section 5.12.


 


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


 


(D)          The
Administrative Agent shall notify the Borrower of its receipt of the final results of any such test promptly upon its receipt thereof
and shall provide a copy of such results and the related report to the Borrower promptly upon the Borrower’s request.


 


(E)           The
Administrative Agent and each Lender acknowledges that it may be required to enter into a non-reliance letter, confidentiality agreement
or similar agreement requested or required by a proposed appraiser to allow the Administrative Agent or such Lender to review any written
valuation report. Notwithstanding anything to the contrary contained herein, there shall be no requirement to disclose any portion of
any report submitted by an Approved Third-Party Appraiser without such a non-reliance letter if such non-reliance letter is required by
such Approved Third-Party Appraiser as a condition to such disclosure.


 


(c)            RIC
Diversification Requirements. The Borrower will, on a consolidated basis and at all times, 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 in the Collateral Pool (excluding
any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or the last paragraph of Section 2.09(a));
provided that:


 


(a)            (i) if,
as of the date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, the Advance Rate applicable
to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities
in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise
applicable Advance Rate; (ii) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion
of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance
with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise applicable
Advance Rate or (iii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments
of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of
all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise applicable Advance Rate;


 



    110


     


    

 


(b)            if,
as of the date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, the Advance Rate applicable
to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities
in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; (ii) less
than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio
Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate
Value of all Portfolio Investments in the Collateral Pool shall be 0% or (iii) less than 1.75:1:00, the Advance Rate applicable to
that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities
in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;


 


(c)            if,
as of the date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, 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 the
aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%, (ii) less than 2.00:1:00 and greater than or equal
to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification
Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0% or (iii) less than
1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification
Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;


 


(d)            if,
as of the date of determination, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, the Advance Rate applicable
to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary
so that no more than 20% of the Borrowing Base is attributable to such Non-Core Investments, (ii) less than 2.00:1:00 and greater
than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in
Non-Core Investments shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such Non-Core
Investments or (iii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s
investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable
to such Non-Core Investments;


 


(e)            if,
as of the date of determination, the Relevant Asset Coverage Ratio is (i) less than 2.00:1:00 and greater than or equal to 1.75:1.00,
the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Junior Investments and Non-Core
Investments shall be 0% to the extent necessary so that no more than 30% of the Borrowing Base is attributable to such Investments or
(ii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments
in Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable
to such Investments;


 






    111


     


    

 


(f)        
     if, as of such date, (i) the Relevant Asset Coverage Ratio is less
than 2.00:1:00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that
the contribution of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount or (ii) the
Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the
contribution of Senior Investments to the Borrowing Base may not be less than 75% of the Covered Debt Amount; and


 


(g)            the
Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments subject to any participation interest
for greater than 90 days shall be 0%.


 


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


 


“Adjusted Gross Borrowing
Base” means the Gross Borrowing Base plus the amount of any cash held in any “collection” (or similar) account of
any Excluded Asset of the Borrower that is reflected on a “payment date schedule” (or similar distribution statement) to be
distributed, directly or indirectly, to the Borrower on the next payment date for such Financing Subsidiary pursuant to a term CLO securitization.


 


“Advance Rate”
shall be determined for any Portfolio Investment by the applicable specific asset class below:


 


	 	 	Advance Rates	 
	 	 	Relevant

 Coverage	 	 	Asset
 Ratio >	 	 	200% >

 Asset	 	 	Relevant
 Coverage	 	 	Relevant

 Coverage	 	 	Asset
 Ratio	 
	Portfolio Investment	 	Quoted	 	 	Unquoted	 	 	Quoted	 	 	Unquoted	 	 	Quoted	 	 	Unquoted	 
	Cash, Cash Equivalents And Short-Term US Treasuries	 	 	100	%	 	 	-	 	 	 	100	%	 	 	-	 	 	 	100	%	 	 	-	 
	Long-Term US Treasuries	 	 	95	%	 	 	-	 	 	 	95	%	 	 	-	 	 	 	95	%	 	 	-	 
	Performing First Lien Bank Loans	 	 	85	%	 	 	75	%	 	 	85	%	 	 	75	%	 	 	85	%	 	 	75	%
	Performing First Lien Unitranche Loans	 	 	85	%	 	 	75	%	 	 	80	%	 	 	70	%	 	 	75	%	 	 	65	%
	Performing First Lien Last Out Loans	 	 	80	%	 	 	70	%	 	 	75	%	 	 	65	%	 	 	70	%	 	 	60	%
	Performing Second Lien Bank Loans	 	 	75	%	 	 	65	%	 	 	70	%	 	 	60	%	 	 	65	%	 	 	55	%
	Performing Cash Pay High Yield Securities	 	 	70	%	 	 	60	%	 	 	65	%	 	 	55	%	 	 	60	%	 	 	50	%
	Performing Cash Pay Mezzanine Investments	 	 	65	%	 	 	55	%	 	 	60	%	 	 	50	%	 	 	55	%	 	 	45	%
	Performing Non-Cash Pay High Yield Securities	 	 	60	%	 	 	50	%	 	 	55	%	 	 	45	%	 	 	50	%	 	 	40	%
	Performing Non-Cash Pay Mezzanine Investments	 	 	55	%	 	 	45	%	 	 	50	%	 	 	40	%	 	 	45	%	 	 	35	%
	Performing Preferred Equity	 	 	55	%	 	 	45	%	 	 	50	%	 	 	40	%	 	 	45	%	 	 	35	%
	Non-Performing First Lien Bank Loans	 	 	45	%	 	 	45	%	 	 	40	%	 	 	40	%	 	 	35	%	 	 	35	%
	Non-Performing First Lien Unitranche Loans	 	 	45	%	 	 	45	%	 	 	40	%	 	 	40	%	 	 	35	%	 	 	35	%
	Non-Performing First Lien Last Out Loans	 	 	40	%	 	 	35	%	 	 	35	%	 	 	30	%	 	 	30	%	 	 	25	%
	Performing DIP Loans	 	 	40	%	 	 	35	%	 	 	35	%	 	 	30	%	 	 	30	%	 	 	25	%
	Non-Performing Second Lien Bank Loans	 	 	40	%	 	 	30	%	 	 	35	%	 	 	25	%	 	 	30	%	 	 	20	%
	Non-Performing High Yield Securities	 	 	30	%	 	 	30	%	 	 	25	%	 	 	25	%	 	 	20	%	 	 	20	%
	Non-Performing Mezzanine Investments	 	 	30	%	 	 	25	%	 	 	25	%	 	 	20	%	 	 	20	%	 	 	20	%
	Performing Common Equity	 	 	30	%	 	 	20	%	 	 	25	%	 	 	20	%	 	 	20	%	 	 	20	%
	Non-Performing Preferred Equity	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%
	Non-Performing Common Equity	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%
	Structured Finance Obligations and Finance Leases	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%	 	 	0	%





 






    112


     


    

 


“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, bridge loans,
and senior subordinated loans) which are generally under a loan or credit facility (whether or not syndicated), note purchase agreement
or other similar financing arrangement facility.


 


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


 


“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.


 


“Cash Pay Bank Loan”
means First Lien Bank Loans, First Lien Unitranche Bank Loans, First Lien Last Out Bank Loans and Second Lien Bank Loans as to which,
at the time of determination, all of the interest on which is payable not less frequently than semi-annually and for which not less than
2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly or semi-annual
period (as applicable) is payable in cash.


 


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


 


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


 






    113


     


    

 


“First Lien Last Out
Bank 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 and any Superpriority Revolvers) to EBITDA that does not exceed 3.25:1.00 and a ratio
of aggregate first lien debt (including both the “first out” portion and the “last out” portion of such Bank Loan,
but excluding any Superpriority Revolvers) to EBITDA that does not exceed 5.25:1.00. An Obligor investment in the “last out”
portion of a First Lien Last Out Bank Loan shall be treated as a First Lien Last Out Bank Loan for purposes of determining the applicable
Advance Rate for such Portfolio Investment. For the avoidance of doubt, an Obligor’s investment in the portion of such Bank Loan
that is not the last out portion (the “first out” portion) shall be treated as a First Lien Bank Loan for purposes of determining
the applicable Advance Rate for such Portfolio Investment under the Facility and an Obligor’s investment in any “last out”
portion of a First Lien Bank Loan that does not meet the foregoing criteria shall be treated as a Second Lien Bank Loan.


 


“First Lien Unitranche
Bank Loan” means a First Lien Bank Loan with a ratio of first lien (excluding any Superpriority Revolvers) debt to EBITDA that
exceeds 5.25:1.00, and where the underlying borrower does not also have a Second Lien Bank Loan outstanding. For the avoidance of doubt,
an Obligor’s investment in the portion of such Bank Loan that does not exceed 5.25:1.00 shall be treated as a First Lien Bank Loan
for purposes of determining the applicable Advance Rate for such Portfolio Investment.


 


“Gross Borrowing Base”
means, as of any date of determination, the Borrowing Base as of such date without giving effect to any adjustment to the Borrowing Base
pursuant to Section 5.13(f).


 


“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 or other exemption under the Securities Act (or any successor provision
thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments or Bank Loans.


 


“Junior Investments”
means, collectively, Performing Cash Pay High Yield Securities and Performing Cash Pay Mezzanine Investments.


 


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


 


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


 


“Non-Core Investments”
means, collectively, capital stock, preferred stock, Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-Performing Mezzanine
Investments, Performing DIP Loans, Performing Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Mezzanine Investments.


 






    114


     


    

 


“Non-Performing Bank
Loans” means, collectively, Non-Performing First Lien Bank Loans, Non-Performing First Lien Last Out Bank Loans, Non-Performing
First Lien Unitranche Loans and Non-Performing Second Lien Bank Loans.


 


“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 First
Lien Last Out Bank Loans” means First Lien Last Out Bank Loans other than Performing First Lien Last Out Bank Loans.


 


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


 


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


 


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


 


“Non-Performing Preferred
Equity” means Preferred Equity other than Performing Preferred Equity.


 


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


 


“Performing”
means (a) with respect to any Portfolio Investment that is debt, the issuer of such Portfolio Investment is not, at the time of determination,
in default of any payment obligations outstanding with respect to accrued and unpaid interest or principal in respect thereof, after the
receipt of any notice and/or 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, semi-annual 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.


 






    115


     


    

 


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


 


“Performing DIP Loans”
means a loan made to debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or
364(d) of the Bankruptcy Code that is Performing.


 


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


 


“Performing First Lien
Last Out Bank Loans” means First Lien Last Out Bank Loans which are Cash Pay Bank Loans and are Performing


 


“Performing First Lien
Unitranche Bank Loans” means First Lien Unitranche Bank Loans which are Cash Pay Bank Loans and 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 Preferred
Equity” means Preferred Stock which is Performing.


 


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


 


“Preferred Stock”
means, as applied to the Capital Stock of any Person 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.


 


“Second Lien Bank Loan”
means a Bank Loan (other than a First Lien Bank Loan) that is entitled to the benefit of a first and/or second lien and first and/or second
priority perfected security interest (subject to customary encumbrances) on a substantial portion of the assets of the respective borrower
and guarantors obligated in respect thereof.


 


“Senior Investments”
means Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities, Performing First Lien Bank
Loans, Performing First Lien Unitranche Loans, and Performing First Lien Last Out Bank Loans.


 


“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.


 






    116


     


    

 


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


 


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


 


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


 


“Superpriority
Revolver” means, with respect to any borrower under a Bank Loan, a security interest to secure a senior facility for
such borrower and/or any of its parents and/or subsidiaries; provided that (a) such Bank Loan has a second-priority
lien on the collateral that is subject to the first-priority lien of such senior facility (or a pari passu lien on such collateral), (b) such
senior facility is not secured by any other assets (other than a pari passu lien or a second-priority lien on any collateral that is subject
to a pari passu lien or a first-priority lien of such Bank Loan) and does not benefit from any standstill rights (other than customary
rights) and (c) the maximum outstanding principal amount of such senior facility (i) is not greater than 15% of the aggregate
enterprise value of such borrower (as determined at the time of closing of the transaction, and thereafter an enterprise value for such
borrower determined in a manner consistent with the valuation methodology applied in the valuation for such borrower as determined by
the External Manager (so long as it has the necessary delegated authority) or the Borrower’s Board of Directors (or the appropriate
committee thereof with the necessary delegated authority) in a commercially reasonable manner, including the use of an Approved Third-Party
Appraiser in the case of Unquoted Investments) and (ii) is not greater than the lower of (x) 1.0x EBITDA of the borrower under
such Bank Loan, and (y) 20% of the outstanding amount of the associated first-priority lien loan.


 


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


 


“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 Sections 5.12(b)(ii)(A) and (B).


 






    117


     


    

 


ARTICLE VI


 


NEGATIVE
COVENANTS


 


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


 


SECTION 6.01.
Indebtedness. 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, after giving effect to any Concurrent Transaction, (i) no
Default exists at the time of the incurrence thereof, (ii) at the time of incurrence thereof, the aggregate amount of such Secured
Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness, taken together with other then-outstanding Indebtedness that constitutes
senior securities, does not exceed the amount required to comply with the provisions of Sections 6.07(b), 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 (for clarity, with respect to revolving loan facilities
or staged advance loan facilities, “incurrence” shall be deemed to take place only at the time such facility is entered into
or the aggregate commitments thereunder are increased or extended);


 


(c)            Other
Permitted Indebtedness;


 


(d)            Guarantees
of Indebtedness otherwise not prohibited 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)            the
Existing Notes;


 


(g)            repurchase
obligations arising in the ordinary course of business with respect to U.S. Government Securities or any Portfolio Investment (or any
Investment that will become a Portfolio Investment following such repurchase);


 


(h)            obligations
payable or payments of margin or posting of margin collateral to clearing agencies, brokers, dealers or others in connection with the
purchase or sale of securities or other Investments, credit default swaps or other derivative transactions, in each case in the ordinary
course of business;


 






    118


     


    

 


(i)       
      Secured Shorter-Term Indebtedness so long as, after giving effect
to any Concurrent Transaction, (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate principal
amount of such Indebtedness (determined at the time of the incurrence of such Indebtedness) does not exceed the greater of
(A) $20,000,000 and (B) 5% of Shareholders’ Equity, (iii) the aggregate principal amount of such Indebtedness
(determined at the time of incurrence of such Indebtedness), taken together with other then-outstanding Indebtedness that
constitutes senior securities, does not exceed the amount required to comply with the provisions of Sections 6.07(b),
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 (for clarity, with respect to revolving loan facilities or staged advance
loan facilities, “incurrence” shall be deemed to take place only at the time such facility is entered into or the
aggregate commitments thereunder are increased or extended);


 


(j)      
       (x) obligations (including Guarantees) in respect
of Standard Securitization Undertakings (other than SPE Subsidiary Recourse Obligations) and (y) SPE Subsidiary Recourse
Obligations solely to the extent such debt is permitted under this Section 6.01;


 


(k)            Permitted
SBIC Guarantees and any SBIC Equity Commitment or analogous commitment;


 


(l)       
      Indebtedness arising under any Designated Swap so long as
(i) the aggregate outstanding principal amount of such Indebtedness (determined at the time of incurrence thereof), taken
together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(b),
(ii) prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount does not
or would not exceed the Borrowing Base then in effect and (iii) the aggregate outstanding principal amount of such Indebtedness
(determined at the time of incurrence thereof) does not exceed $100,000,000;


 


(m)            Unsecured
Shorter-Term Indebtedness (other than Special Unsecured Indebtedness that would otherwise constitute Unsecured Shorter-Term Indebtedness)
so long as, after giving effect to any Concurrent Transaction, (i) no Default exists at the time of the incurrence thereof, (ii) the
aggregate principal amount of such Indebtedness (determined at the time of the incurrence of such Indebtedness) does not exceed $350,000,000,
(iii) the aggregate principal amount of such Indebtedness (determined at the time of the incurrence of such Indebtedness), taken
together with then-outstanding Special Unsecured Indebtedness incurred pursuant to Section 6.01(n), does not exceed $700,000,000,
(iv) the aggregate principal amount of such Indebtedness, taken together with other then-outstanding Indebtedness that constitutes
senior securities, does not exceed the amount required to comply with the provisions of Section 6.07(b), 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 (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence”
shall be deemed to take place only at the time such facility is entered into or the aggregate commitments thereunder are increased or
extended);


 


(n)            Special
Unsecured Indebtedness so long as, after giving effect to any Concurrent Transaction, (i) no Default exists at the time of the incurrence
thereof, (ii) the aggregate principal amount of such Indebtedness (determined at the time of the incurrence of such Indebtedness)
does not exceed $700,000,000, (iii) the aggregate principal amount of such Indebtedness (determined at the time of the incurrence
of such Indebtedness), taken together with then-outstanding Unsecured Shorter-Term Indebtedness incurred pursuant to Section 6.01(m),
does not exceed $700,000,000, (iv) the aggregate principal amount of such Indebtedness, taken together with other then-outstanding
Indebtedness that constitutes senior securities, does not exceed the amount required to comply with the provisions of Section 6.07(b),
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 (for clarity, with respect to revolving loan facilities or staged advance loan facilities,
 “incurrence” shall be deemed to take place only at the time such facility is entered into or the aggregate commitments thereunder
are increased or extended);


 






    119


     


    

 


(o)            other
Indebtedness in an aggregate outstanding principal amount not to exceed the greater of (i) $50,000,000 and (ii) 5% of Shareholders’
Equity at any one time outstanding; and


 


(p) 
           other Indebtedness arising
pursuant to the BCSF Advisors Loan Agreement in an aggregate outstanding principal amount not to exceed $50,000,000 at any one time
outstanding.


 


SECTION 6.02.
Liens. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof (which, for the avoidance of doubt, shall not include participations in Investments
to the extent that the portion of such Investment represented by such participation is not treated as a Portfolio Investment), except:


 


(a)            any
Lien on any property or asset of the Borrower or any Subsidiary Guarantor existing on the Effective Date and set forth in Part B
of Schedule 3.11 and any extensions, renewals and replacements thereof; provided that, (i) no such Lien shall extend to any other
property or asset of the Borrower or any of the Subsidiary Guarantors other than (x) after-acquired property that is affixed or incorporated
into the property descriptions covered by such Lien as of the Effective Date and (y) proceeds and products thereof, accessions, replacements
or additions thereto and improvements thereon, 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 or are
otherwise permitted by Section 6.01;


 


(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 outstanding principal amount not exceeding the greater of (i) $50,000,000
and (ii) 5% of Shareholders’ Equity at any one time outstanding (which may cover Portfolio Investments, but only to the extent
released from, or otherwise not covered by, 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 outstanding principal
amount of Indebtedness permitted under clauses (a), (b), (i), (m) and (n) of Section 6.01,
does not exceed the lesser of (i) the Borrowing Base and (ii) the amount required to comply with the provisions of Section 6.07(c) and
(d);


 






    120


     


    

 


(e)            Permitted
Liens;


 


(f)         
    Liens on (x) Equity Interests in any SBIC Subsidiary created in favor of the
SBA or its designee (y) Equity Interests in any SPE Subsidiary in favor of and required by any lender providing third-party
financing to such SPE Subsidiary and (z) the direct ownership or economic interests, of any Obligor in an Excluded Asset to
secure obligations owed to a creditor of such Excluded Asset;


 


(g)            Liens
securing collateral posted as margin to secure obligations under any Indebtedness permitted under Section 6.01(l) so
long as (i) either (x) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to the granting
of any such Lien under this clause (g) is not diminished as a result of the granting of such Lien or (y) the Borrowing
Base immediately after giving effect to the granting of any such Lien under this clause (g) is at least 110% of the Covered
Debt Amount and (ii) the value of the assets subject to such Liens in the aggregate does not exceed $100,000,000 (it being understood
that any Cash, Cash Equivalents or other collateral subject to such Liens shall not be required to be subject to any account control agreement
hereunder and shall not be included in the Borrowing Base);


 


(h)            (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 $50,000,000 at any time (it being understood that any Cash, Cash Equivalents or other collateral
subject to such Liens shall not be required to be subject to any account control agreement hereunder and shall not be included in the
Borrowing Base) and (y) Liens incurred in connection with any Hedging Agreement either entered into with a Lender (or an Affiliate
of a Lender) on an uncleared basis or cleared through a Lender (or Affiliate of a Lender) as futures commission merchant in the ordinary
course of business and not for speculative purposes (it being understood that such Lien shall continue to be permitted pursuant to this
sub-clause (y) even if such Lender has assigned all of its Loans and other interests in this Agreement and thus has ceased
to be a Lender hereunder); provided that in no event shall any Obligor be permitted to create, incur or assume any Lien
pursuant to this clause (i) or increase the aggregate amount of collateral securing any Liens previously permitted
under this clause (i)  unless both before and after giving effect to the creation, incurrence or assumption of such Lien
or such increase in the aggregate amount of collateral securing such Lien the Covered Debt Amount does not exceed the Borrowing Base (after
giving effect to the exclusion of all such collateral from the Borrowing Base);


 


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


 


(j)        
     Liens securing Permitted Purchase Money Indebtedness.


 






    121


     


    

 



 


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 (i) any transaction permitted under Section 6.05 or
6.12, (ii) assets (other than Investments) sold or disposed of in the ordinary course of business (including to make expenditures
of cash and Cash Equivalents in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries), (iii) subject
to the provisions of clauses (d), (e) and (h) below, Investments, (iv) subject to the provisions
of clauses (e) and (h) below, the transfer or sale of Portfolio Investments to Financing Subsidiaries, Excluded
Assets or Immaterial Subsidiaries, and (v) subject to the provisions of clauses (c) and (j) below, any Obligor’s
ownership interest in any Excluded Asset or any Immaterial Subsidiary.


 


Notwithstanding the foregoing
provisions of this Section 6.03:


 


(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 be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor
shall be the continuing or surviving entity;


 


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


 


(c)            the
Capital Stock of any Subsidiary of the Borrower may be sold, transferred (including a deemed transfer resulting from a division or plan
of division) or otherwise disposed of (including by way of consolidating or merger) (i) to the Borrower or any wholly owned Subsidiary
Guarantor of the Borrower or (ii) so long as such transaction results in an Obligor receiving the proceeds of such disposition, to
any other Person provided that in the case of this clause (ii) if such Subsidiary is a Subsidiary Guarantor or holds any Portfolio
Investments, the Borrower would not have been prohibited from disposing of any such Portfolio Investments to such other Person under any
other term of this Agreement;


 


(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 or Excluded Asset) so long as after giving effect to such sale, transfer or other disposition (and
any Concurrent Transaction) (x)  the Covered Debt Amount does not exceed the Borrowing Base or (y) if such sale, transfer
or other disposition is made pursuant to, and in accordance with, a plan submitted and accepted in accordance with clause (e) of
Article VII or, if the Administrative Agent otherwise consents in writing, the amount by which the Covered Debt Amount exceeds
the Borrowing Base is reduced thereby;


 






    122


     


    

 


(e)            the
Obligors may sell, transfer (including a deemed transfer resulting from a division or plan of division) or otherwise Dispose of Investments
to an Immaterial Subsidiary, Financing Subsidiary or Excluded Asset so long as (i) after giving effect to such sale, transfer or
other disposition (and any Concurrent Transaction) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers
to the Administrative Agent a certificate of a Financial Officer to such effect and (ii) either (x) the amount by which the
Borrowing Base exceeds the Covered Debt Amount immediately prior to such sale, transfer or other disposition is not diminished as a result
of such sale, transfer or other disposition or (y) the Adjusted Gross Borrowing Base immediately after giving effect to such sale,
transfer or other disposition is at least 110% of the Covered Debt Amount; provided that, for the purposes of this clause (ii) and
in connection with the organization of any CLO Security, the Borrowing Base, Adjusted Gross Borrowing Base and the Covered Debt Amount,
as applicable, shall be tested as of the pricing date for such CLO Security;


 


(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;


 


(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;


 


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


 


(i)            the
Borrower may dissolve or liquidate any Subsidiary Guarantor so long as in connection with such dissolution or liquidation, any and all
of the assets of such Subsidiary Guarantor shall be distributed or otherwise transferred to an Obligor.


 






    123


     


    

 


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 any Obligor’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 (if applicable) and in compliance in all
material respects with the Borrower’s Investment Policies, in each case as in effect as of the date such Investments are acquired;


 


(e)            Investments
in Financing Subsidiaries, any Excluded Asset or any other Subsidiary that is not a Subsidiary Guarantor or in the form of Designated
Swaps, determined at the time any such Investment is made so long as, (i) after giving effect to such Investment (and any Concurrent
Transaction), either (A) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such Investment
(or, if earlier, a commitment to make such Investment) is not diminished as a result of such Investment or (B) the Adjusted Gross
Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount and the Covered Debt Amount
does not exceed the Borrowing Base immediately after giving effect to such Investment and (ii) the sum of all Investments under this
clause (e) that occur after the Commitment Termination Date, shall not exceed (A) $50,000,000 in the aggregate plus any
Returns of Capital from a Financing Subsidiary that are not required to be used to make a mandatory prepayment pursuant to Section 2.10(d)(v) 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), $100,000,000 in the aggregate plus any Returns of Capital from a Financing Subsidiary that
are not required to be used to make a mandatory prepayment pursuant to Section 2.10(d)(v);


 


(f)            additional
Investments up to but not exceeding $15,000,000 in the aggregate; provided that (x) following the Commitment Termination Date,
no Investments shall be made under this clause (f) from amounts that are required to be used to make a mandatory prepayment
in accordance with Section 2.10(d) and (y) no Investment may be made under this clause (f) if after
giving effect to such Investment and any Concurrent Transaction, the Borrower is not in compliance with Section 6.07(b);


 


(g)            Investments
in Cash and Cash Equivalents;


 


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


 


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


 






    124


     


    

 


(j)            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 (and any Concurrent Transaction), the Covered Debt Amount does not exceed the Borrowing
Base;


 


(k)            for
the avoidance of a doubt, Investments by a Financing Subsidiary;


 


(l)            Investments
in any Retention Holder to the extent reasonably required to comply with U.S. risk retention rules; provided that no Investment
shall be made under this clause (l) unless (i) no Event of Default exists and (ii) both before and after giving
effect to such Investment, the Covered Debt Amount does not exceed the Borrowing Base; and


 


(m)            Investments
permitted under Section 6.03.


 


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 (including posted as margin under
any Designated Swap), contributed, transferred or otherwise invested that gives rise to such Investment minus (B) the aggregate
amount of the Return of Capital and dividends, distributions or other payments received in cash in respect of such Investment and the
values (valued in accordance with Section 5.12(b)) of other Investments received 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 stock, which may include
a combination of cash and stock; provided that, such cash dividend would otherwise be permitted pursuant to another clause of this Section 6.05;


 


(b)            dividends
and distributions with respect to any taxable year (or calendar year, as relevant) that do not exceed 115% of the amount that the Borrower
would have been required to distribute to: (a) allow the Borrower to satisfy the minimum distribution requirements that would be
imposed by Section 852(a) of the Code to maintain its eligibility to be taxed as a RIC for any such taxable year, (b) reduce
to zero for any such taxable year the Borrower’s liability for federal income taxes imposed on (i) its investment company taxable
income pursuant to Section 852(b)(1) of the Code and (ii) its net capital gain pursuant to Section 852(b)(3) of
the Code, and (c) reduce to zero the Borrower’s liability for federal excise taxes for any such calendar year imposed pursuant
to Section 4982 of the Code;


 






    125


     


    

 


(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 (after the Effective Date) during any taxable year (or for such year under Section 855
of the Code) of the Borrower ending after the Effective Date under this clause (c) shall not exceed the amount (not less than
zero) equal to (x) an amount equal to 15% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of
the Code, but without regard to subparagraph (A), (B) or (D) thereof, minus (y) the amount,
if any, by which dividends and distributions made during such taxable year (or for such year under Section 855 of the Code) 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


 


(d)            other
Restricted Payments (including payments of Indebtedness or other obligations under the BCSF Advisors Loan Agreement) so long as (i) on
the date of such other Restricted Payment and after giving effect thereto, and upon giving pro forma effect thereto and to any Concurrent
Transaction, (x) the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base, (y) the Covered Debt Amount
does not exceed the Borrowing Base, and (z) no Default shall have occurred and be continuing or would result therefrom and (ii) on
the date of such other Restricted Payment (or such later date that the Administrative Agent may agree in its sole discretion) the Borrower
delivers to the Administrative Agent a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after
giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of
Quoted Investments shall be the most recent quotation available for such Quoted Investment and (B) the fair market value of Unquoted
Investments shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative
Agent pursuant to Section 5.01(d); provided that, the Borrower shall reduce or increase, as applicable, the Value of
any Unquoted Investment , in a manner consistent with the valuation methodology set forth in Section 5.12, to the extent
necessary to take into account any events of which the Borrower has knowledge that adversely or positively, as applicable, affect the
value of such Investment.


 


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


 






    126


     


    

 


SECTION 6.06.
Certain Restrictions on Subsidiaries. The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries,
Foreign Subsidiaries or any Excluded Asset with respect to its assets) 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 Guarantor (other than a Financing Subsidiary or Foreign Subsidiary); provided that, the foregoing shall not apply to
(i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that, such
restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder with respect
to the Collateral or under the Security Documents or restrict any Subsidiary Guarantor with respect to the Collateral 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 not prohibited by this Agreement or any Lien not prohibited 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 $769,772,821, plus 50% of the net cash proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries
after the Effective Date (other than proceeds of (x) sales of Equity Interests by and among the Borrower and its Subsidiaries or
(y) any distribution or dividend reinvestment plan).


 


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


 


SECTION 6.08.
Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries (other than Financing Subsidiaries)
to enter into any transactions with any of its Affiliates, even if otherwise permitted under this Agreement, except (a) transactions
at prices and on terms and conditions, taken as a whole, not materially less favorable to the Borrower or such Subsidiary other than in
good faith is believed to 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 hereto (as amended,
supplemented, restated or otherwise modified by notice from the Borrower to the Administrative Agent so long as (x) in the aggregate,
payments by the Borrower and its Subsidiaries are not materially increased, or (y) such amendment, supplement, restatement or other
modification is not materially adverse to the Lenders); (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 in good faith is believed could be obtained at the time on an arm’s-length basis from unrelated third parties;
(h) the Borrower may issue and sell Equity Interests to its Affiliates; (i) transactions with one or more Affiliates (including
co-investments) permitted by an exemptive order granted by the SEC (as may be amended from time to time), any no action letter or as otherwise
permitted by applicable law, rule or regulation and SEC staff interpretations thereof; (j) transactions between a Subsidiary
that is not an Obligor and an Affiliate thereof that is not an Obligor; (k) transactions and documents governing transactions permitted
under Section 6.03; (l) transactions approved by a majority of the independent members of the Board of Directors of the
Borrower; (m) the payment of reasonable fees to, and indemnities and director’s and officer’s insurance provided for
the benefit of, directors, managers and officers of the External Manager, the Borrower or any Subsidiary in the ordinary course of business;
(n) transactions with or among any Portfolio Investment to the extent not otherwise prohibited hereunder; (o) employment, severance,
indemnification or compensation plan, agreement or arrangement and the payment of compensation (including bonuses) and any similar plans,
agreements, arrangements or payments; (p) provision of benefits (including retirement, health, equity and other benefits plans) and
indemnification to officers, directors, employees and consultants and all like and similar arrangements; (q) transactions between
or among the Obligors and any Excluded Asset (i) arising from, in connection with or related to Standard Securitization Undertakings;
and (ii) arising from, in connection with or related to Back-to-Back Transactions to the extent not otherwise prohibited hereunder;
and (r) under or related to the BCSF Advisors Loan Agreement and not prohibited hereunder.


 






    127


     


    

 


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 in a manner that would violate 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 in any material respect the ability of any Obligor to create, incur, assume
or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires
the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement,
the other Loan Documents and documents with respect to Indebtedness permitted under Section 6.01(b), (i), (m) or
(n) or the Existing Notes; (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) (i) customary restrictions contained in leases, subleases,
licenses or asset sale agreements otherwise not prohibited hereby so long as such restrictions relate solely to the assets subject thereto,
(ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any
of its Subsidiaries, (iii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business,
(iv) customary provisions restricting the creation of Liens on assets subject to any asset sale permitted under Section 6.03
or (v) customary provisions for the transfer of an asset pending the close of the sale of such asset; (d) any such agreement
with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset;
(e) any such agreement that imposes restrictions on investments or other interests in Financing Subsidiaries or Foreign Subsidiaries
(but no other assets of any Obligor); (f) any such agreement that imposes restrictions on Liens in Joint Venture Investments (solely
to the extent such restrictions relate to Joint Venture Investments); (g) any other agreement that does not restrict in any manner
(directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the “Secured Obligations”
under and as defined in the Guarantee and Security Agreement and does not require (other than pursuant to a grant of a Lien under the
Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation (other than such “Secured
Obligations”) by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement;
(h) for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Equity Interests
or Portfolio Investments; and (i) the underlying governing agreements of any minority equity interest that impose such restrictions
only on such equity interests.


 






    128


     


    

 


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);


 


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


 


(c)            the
BCSF Advisors Loan Agreement, unless such modification, supplement or waiver is not material and adverse to the interests and rights of
the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders hereunder.


 


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 (x) payments and prepayments under the BCSF Advisors Loan Agreement pursuant to Section 6.05(d) or (y) 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 and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness
(it being understood that: (w) the conversion features into Permitted Equity Interests under Permitted Convertible Indebtedness;
(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 Permitted Convertible Indebtedness (or any cash payment on account of fractional shares issued
upon conversion provisions of such Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect of such
triggering and/or settlement thereof shall be permitted under this clause (a));


 






    129


     


    

 


(b)            so
long as no Default shall exist or be continuing, any payment, prepayment or redemption that, if it were deemed to be a Restricted Payment
for purposes of Section 6.05, 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, and upon giving pro forma effect thereto and to any Concurrent Transaction, (i) the Borrower is in pro forma compliance
with the financial covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing;


 


(d)            mandatory
payments, required prepayments or mandatory redemptions of any 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, and upon giving pro forma effect thereto and to any Concurrent Transaction, (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, so long as both before and after giving effect to such payment, and upon giving pro forma
effect thereto and to any Concurrent Transaction, (i) no Default shall exist or be continuing, (ii) the Covered Debt Amount
does not exceed 90% of the Adjusted Gross Borrowing Base and (iii) the Covered Debt Amount does not exceed the Borrowing Base.


 


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


 


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


 






    130


     


    

 


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


 


(b)            the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article 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 three (3) 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 as of the date on
which such representation or warranty is made or deemed made, or when furnished, and if susceptible to cure, the failure of such representation
or warranty to be true and accurate in any material respects, or the adverse effect of the failure of such representation or warranty
shall not have been cured within 30 days after the earlier of (i) written notice thereof given by the Administrative Agent (given
at the request of any Lender) to the Borrower and (ii) knowledge thereof by a Responsible Officer of the Borrower;


 


(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), Section 5.09 or in Article VI
or any Obligor shall default in the performance of any of its obligations contained in Section 3 (subject to the cure period
specified in clause (b) above) and, except as set forth in the proviso below, Section 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 Business Days after notice thereof by the Administrative
Agent (given at the request of any Lender) to the Borrower; provided that the failure of an Obligor to “Deliver”
(as defined in the Guarantee and Security Agreement) any particular Portfolio Investment to the extent required by Section 7.01 of
the Guarantee and Security Agreement shall result in such Portfolio Investment not being included in the Borrowing Base but shall not
(in and of itself) be, or result in, a Default or an Event of Default;


 






    131


     


    

 


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


 


(f)            the
Borrower or any other 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 VII)
or any other Loan Document and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative
Agent (given at the request of any Lender) to the Borrower;


 


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


 


(h)            any
event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) shall
continue unremedied for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to, as a result of an event of default under such Material Indebtedness, cause any Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity
(for the avoidance of doubt, after giving effect to any applicable grace period), unless, in the case of this clause (ii), such
event or condition is no longer continuing or has been waived in accordance with the terms of such Material Indebtedness such that the
holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Material Indebtedness
to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided
that this clause (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; (2) convertible debt that becomes due as a result of a conversion
or redemption event, other than to the extent it becomes due or is paid in cash (other than interest, expenses or fractional shares, which
may be paid in cash in accordance with conversion provisions of convertible indebtedness) as a result of an “event of default”
(as defined in the documents governing such convertible Material Indebtedness); (3) for the avoidance of doubt, Other Covered Indebtedness
to the extent of required prepayment, repurchase, redemption or defeasance triggered by required prepayment of less than all of the Loans
and other amounts under this Agreement or other Loan Documents; or (4) in the case of clause (h)(ii), any Indebtedness of a Financing
Subsidiary to the extent the event or condition giving rise to the circumstances in clause (h)(ii) was not a payment or insolvency
default.


 






    132


     


    

 


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


 


(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;


 


(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 $50,000,000 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 following the entry of such judgment during which thirty (30) day period such judgment shall not have
been vacated, stayed, discharged or bonded pending appeal, or liability for such judgment amount shall not have been admitted by an insurer
or reputable standing or execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) to enforce any such judgment;


 


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


 


(n)            a
Change in Control shall occur;


 


(o)            [Reserved];


 






    133


     


    

 


(p)            the
Liens created by the Security Documents shall, at any time with respect to Portfolio Investments in the Collateral Pool having an aggregate
Value in excess of 5% of the aggregate Value of all Portfolio Investments in the Collateral Pool, 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; provided that, if such default is as a result of any action of the
Administrative Agent or the Collateral Agent or a failure of the Administrative Agent or Collateral Agent to take any action within their
control, then there shall be no Default or Event of Default hereunder unless such default shall continue unremedied for a period of 10
consecutive Business Days after such Borrower receives written notice of such default thereof from the Administrative Agent unless the
continuance thereof is a result of a failure of the Administrative Agent or the Collateral Agent to take an action within their control;


 


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


 


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


 


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


 


then, and in every such event (other than an event
with respect to the Borrower described in clause (i) or (j) of this Article VII), 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 VII, 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.


 






    134


     


    

 


In the event that the Loans
shall be declared, or shall become, due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative
Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure demanding the deposit of Cash Collateral pursuant
to this paragraph, the Borrower shall promptly, but in any event within three (3) Business Days, deposit into the Letter of Credit
Collateral Account cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause
(i) or (j) of this Article VII.


 


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


 






    135


     


    

 


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 the Administrative Agent or any of its Affiliates
in any capacity. The Administrative Agent shall not be liable to any Lender or the Issuing Bank for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents) or in the absence of its own fraud, 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.


 






    136


     


    

 


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 facility provided for herein as well as activities
as the 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 fraud, gross negligence or willful misconduct in the selection of such sub-agents.


 


SECTION 8.06.
Resignation; Successor Administrative Agent. The Administrative Agent may resign by providing not less than thirty (30)
days advance written notice to the Lenders, the Issuing Banks and the Borrower. Upon any such notice of 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 at the end of such thirty (30) days period
(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under
any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as
the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of
the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent’s resignation hereunder, the provisions of this Article VIII 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.


 


Any resignation by SMBC as
Administrative Agent pursuant to this Section 8.06 shall also constitute its resignation as an Issuing Bank and a Swingline Lender.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring
Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume
the obligations of the retiring Issuing Bank with respect to such Letters of Credit.


 






    137


     


    

 


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.


 


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 (except in connection with securing additional obligations equally and ratably with the Loans and other obligations
hereunder in accordance with the Guarantee and Security Agreement), 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, (i) to release any Subsidiary Guarantor (and any
property of such Subsidiary Guarantor) from its guarantee obligations to the extent it may be released in accordance with Section 10.03
of the Guarantee and Security Agreement, (ii) to release any Lien covering property that is the subject of either a Disposition of
property not prohibited hereunder or a Disposition to which the Required Lenders have consented, (iii) release from any Guarantee
and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as an
 “SPE Subsidiary” by the Borrower or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement
and the Guarantee and Security Agreement or which is no longer required to be a “Subsidiary Guarantor” pursuant to this Agreement
or the Guarantee and Security Agreement, (iv) for the avoidance of doubt, execute and deliver agreements, instruments and other documents
reasonably requested by the Borrower to implement collateral sharing with respect to Secured Longer-Term Indebtedness and Secured Shorter-Term
Indebtedness, (v) following the (a) cancellation, expiration or termination of any commitment to extend credit or issue Letters
of Credit under this Agreement or any other Loan Document, (b) final payment in full of all principal of and interest on each Loan,
any LC Disbursements, any fees and any other amounts then due and owing  under this Agreement or any other Loan Document and (c) termination
of this Agreement, to release all Liens and guarantees by Obligors, and (vi) to allocate the Liens created under the Security Documents
to any Designated Indebtedness Obligations or Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security agreement)
in accordance with the Guarantee and Security Agreement.


 






    138


     


    

 


SECTION 8.09.
Erroneous Payments.


 


(a)            If
the Administrative Agent notifies a Lender, an Issuing Bank or an Indemnitee, or any Person who has received funds on behalf of a
Lender, an Issuing Bank or an Indemnitee (any such Lender, Issuing Bank, 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, Issuing Bank, Indemnitee or other Payment Recipient on its behalf) (any such funds, whether transmitted
or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively,
an “Erroneous Payment”) and demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous
Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in
trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Indemnitee shall (or, with respect to any Payment
Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business
Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand
was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the
date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative
Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment
Recipient under this clause (a) shall be conclusive, absent manifest error.


 


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


 


(i)            (A) in
the case of immediately preceding clause (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


 






    139


     


    

 


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


 


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


 


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


 






    140


     


    

 


(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; provided that this Section 8.09(e) shall not be
interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the obligations
of the Borrower or any other Obligor relative to the amount (and/or timing for payment) of the obligations that would have been payable
had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, this Section 8.09(e) shall
not apply to the extent any 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 or other applicable Secured Parties (as such term is defined in the Guarantee and Security
Agreement) from the Borrower or any other Obligor for the purpose of making payment in respect of the Revolving Credit Exposure.


 


(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 any defense based on “discharge
for value” or any similar doctrine.


 


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


 






    141


     


    

 


ARTICLE IX


 


MISCELLANEOUS


 


SECTION 9.01.
Notices; Electronic Communications.


 


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


 


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


 


Bain Capital Specialty Finance, Inc.

200 Clarendon Street, 37th Floor


Boston, MA 02116

Attention:

Telephone:

Email:


 


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


 


Dechert LLP

1095 Avenue of the Americas


New York, New York 10036


Attention:


Telephone:


Email:


 


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


 


Sumitomo Mitsui Banking Corporation


277 Park Avenue


New York, NY 10172


Attention:


Phone:


Fax:


Email:


 


Attention:


Phone:


Fax:


Email:


 


Attention:


Fax:


Email:


 






    142


     


    

 



 


 


 


 


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


 


Sumitomo Mitsui Banking Corporation 


277 Park Avenue 


New York, NY 10172 


Attention: 


Fax: 


Email:


 


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


 


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


 


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


 


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


 


Each party hereto understands
that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent
caused by the willful misconduct, fraud 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”. Neither
the Administrative Agent nor 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.


 






    143


     


    

 


(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 the Borrower nor the Administrative Agent
has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with
this Agreement and the other Loan Documents.


 


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


 


SECTION 9.02.
Waivers; Amendments.


 


(a)           No
Deemed Waivers Remedies Cumulative. No failure or delay by the Administrative Agent, any Issuing Bank, any Swingline Lender or any
Lender in exercising any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks, the Swingline
Lenders and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section 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, Swingline
Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent,
any Swingline Lender, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.


 






    144


     


    

 


(b)           Amendments
to this Agreement. Except as provided in Section 2.20, 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 LC Disbursement or reduce the rate of interest thereon (other than with respect to the election of
or the failure to elect the default rate in accordance with Section 2.12(d)), or reduce any fees payable hereunder, without
the written consent of each Lender directly and adversely affected thereby,


 


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


 


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


 


(v)           change
any of the provisions of this Section 9.02 or the definition of “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 directly and adversely affected thereby; or


 


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


 


provided
further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the
Issuing Banks or the Swingline Lenders hereunder without the prior written consent of the Administrative Agent, the Issuing Banks or the
Swingline Lenders, as the case may be, and (y) the consent of Lenders (other than Defaulting Lenders) holding not less than two-thirds
of the Revolving Credit Exposure and unused Commitments (other than of Defaulting Lenders) will be required (A) for any adverse change
(from the Lenders’ perspective) affecting the provisions of this Agreement relating to the determination of the Borrowing Base (excluding
changes to the provisions of Sections 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.


 






    145


     


    

 


In addition, whenever a waiver,
amendment or modification requires the consent of a Lender “affected” thereby, such waiver, amendment or modification shall,
upon consent of such Lender, become effective as to such Lender whether or not it becomes effective as to any other Lender, so long as
the Required Lenders consent to such waiver, amendment or modification as provided above.


 


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


 


(c)           Amendments
to Security Documents. Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan
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 (x) any such increase pursuant to a Commitment
Increase under Section 2.08(e), (y) any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness) 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 or (z) the spreading of such Liens to any Designated Indebtedness Obligations or Hedging Agreement Obligations; provided
that, except as permitted by the Loan Documents, (i) without the written consent of each Lender, no such agreement shall release
all or substantially all of the Obligors from their respective obligations under the Security Documents (ii) without the written
consent of each Lender, no such agreement shall amend or waive Section 8.06 of the Guarantee and Security Agreement 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, including any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness) 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,
(w) to release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary
Guarantor) that is designated as a “Financing Subsidiary”, a “Foreign Subsidiary”, an “Immaterial Subsidiary”
or a “Subsidiary of a Foreign Subsidiary” or which is otherwise no longer required to be a “Subsidiary Guarantor”
in accordance with this Agreement and 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 (including, without limitation, in connection with the
origination of any CLO Security or any Back-to-Back Transaction) not prohibited hereunder or a Disposition to which the Required Lenders
or the required number or percentage of Lenders have consented, (y) to release any Lien and/or guarantee obligation (A) in accordance
with Section 10.03 of the Guarantee and Security Agreement and (B) in connection with any property becoming subject to a participation
or repurchase transaction that is not prohibited hereunder or under 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). The Lien releases described in the immediately foregoing clauses (w) through (z) shall be automatic
without any further action by any party.


 






    146


     


    

 


(d)           Replacement
of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, 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, amendment, consent, 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.


 


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


 


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


 


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


 






    147


     


    

 


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


 






    148


     


    

 


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 outside counsel for the Administrative Agent and the Collateral Agent (but only one counsel for all such Persons together), in
connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement and the
other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing
Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment
thereunder, (iii) all reasonable documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Issuing Bank,
any Swingline Lender or any Lender, including, but limited in the case of legal expenses to, the reasonable and documented out-of-pocket
fees, charges and disbursements of one outside counsel for the Administrative Agent, each Issuing Bank and each Swingline Lender as well
as one outside counsel for the Lenders and, in the case of actual conflict of interest where the Administrative Agent, any Issuing Bank
or any Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, another firm of
counsel for any such affected Person, 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 or Letters
of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect thereof and (iv) and all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges
reasonably incurred by the Collateral Agent 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 limited in the case of legal expenses to the reasonable
and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Collateral Agent; provided that, notwithstanding
the foregoing and anything to the contrary in any Loan Document, the Borrower shall not be responsible for the reimbursement of any fees,
costs and expenses of the Administrative Agent, the Collateral Agent, any Lender and any of their respective Affiliates (including, but
not limited to, their legal fees) in excess of $175,000 in the aggregate on the Effective Date. Unless an Event of Default has occurred
and is continuing the Borrower shall not be responsible for the reimbursement for any fees, costs and expenses of the Approved Third-Party
Appraiser incurred pursuant to Section 5.12(b)(ii)(E) in excess of $100,000 in the aggregate incurred for all such fess,
costs and expenses in any 12-month period (the “IVP Supplemental Cap”).


 






    149


     


    

 


(b)           Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent, the Joint Lead Arrangers, each Issuing Bank, each Swingline
Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, actions, judgments, suits, costs, expenses and
disbursements of any kind or nature whatsoever (including, but limited in the case of legal expenses to, 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 the Administrative Agent, Issuing Banks and Lenders taken as a whole, and, in the case of an actual
conflict of interest where the Agent, any Issuing Bank or any Lender affected by such conflict informs the Borrower of such conflict and
thereafter retains its own counsel, another firm of counsel for any such affected Person) (collectively, “Losses”)
in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether
or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees
in enforcing this indemnity, whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities
and commercial laws, statutes, rules or regulations and laws, statutes, rules or regulations relating to environmental, occupational
safety and health or land use matters), on common law or equitable cause or on contract or otherwise and related expenses or disbursements
of any kind (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.16,
other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), including, but limited in the
case of legal expenses to, the fees, charges and disbursements of outside counsel for any such affected Indemnitee for the Indemnitees
collectively as specified above, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan, Swingline Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower or a third party and
regardless of whether any Indemnitee is a party thereto; provided that, such indemnity shall not as to any Indemnitee, be available
to the extent that such Losses are (A) determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from (i) the fraud, willful misconduct or gross negligence of such Indemnitee or its Related Parties or (ii) a claim
brought by the Borrower or any other Obligor against such Indemnitee for breach in bad faith of such Indemnitee’s obligations under
this Agreement or the other Loan Documents, (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 or delayed (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 a claim arising from disputes between
Indemnitees (other than any dispute involving (x) claims against the Administrative Agent, the Collateral Agent, any Issuing Bank
or any Lead Arranger in their respective capacities as such or (y) claims arising out of any act or omission by the Borrower or any
of its Affiliates). Notwithstanding the foregoing, it is understood and agreed that indemnification for Taxes is subject to the provisions
of Section 2.16, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


The Borrower shall not be liable
to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (which may include
special, indirect, consequential or punitive damages asserted against any such party hereto by a third party)) arising out of, in connection
with, or as a result of this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit
or the use of proceeds thereof, 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 with
respect to damages not expressly described in the foregoing limitation.


 






    150


     


    

 


(c)           Reimbursement
by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing
Bank or any Swingline Lender under paragraph (a) or (b) of this Section 9.03 or the extent that the
fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(E) hereof exceeds
the IVP Supplemental Cap for any 12 month period at any time no Event of Default shall exist (provided that prior to incurring expenses
in excess of the IVP Supplemental Cap, the Administrative Agent shall have afforded the Lenders an opportunity to consult with the Administrative
Agent regarding such expenses), each Lender severally agrees to pay to the Administrative Agent, the applicable Issuing Bank or the applicable
Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the applicable
Issuing Bank or the applicable Swingline Lender in its capacity as such.


  


(d)           Waiver
of Consequential Damages, Etc. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby
waives, any claim against any other party (or any Related Party to such party), on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.
Provided that such Indemnitee has complied with its obligations under Section 9.13, 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 fraud, willful misconduct or gross negligence of such Indemnitee or
its Related Parties, as determined by a final, non-appealable judgment of a court of competent jurisdiction.


 


(e)           Payments.
All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.


 


SECTION 9.04.
Successors and Assigns.


 


(a)           Assignments
Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may
assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04 (and any attempted
assignment or transfer by any Lender which is not in accordance with this Section 9.04 shall be treated as provided in the
second sentence of Section 9.04(b)(iii)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






    151


     


    

 


(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 any 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 (or Competitor) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) (provided that,
so long no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII
has occurred and is continuing, the assignee shall have executed a Lender non-disclosure agreement substantially in the form attached
hereto as Exhibit E (a “Lender NDA”), with such changes requested by such assignee as may be reasonably approved by the
Borrower, with the Borrower prior to such assignee’s receipt of any confidential information of the Borrower), and 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 with
credit ratings at least as good as the assigning Lender, or, if an Event of Default under clause (a), (b), (i), (j) or
(k) of Article VII has occurred and is continuing, any other assignee; provided, further, that the
Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative
Agent within ten Business Days after having received notice thereof; and


 


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


 


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


 


(A)           except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of
the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption in substantially the form
of Exhibit A hereto 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 consents; provided that, no such consent of the Borrower shall
be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII
has occurred and is continuing;


 


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


 






    152


     


    

 


(C)           the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (or any other form approved
by the Administrative Agent and the Borrower), 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 (x) the Administrative Agent an Administrative
Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f);
and


 


(E)           any
assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed
to make Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which
Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b)(z) of
the definition of “Agreed Foreign Currency”.


 


(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 (but only to the extent such assignment or other transfer otherwise complies
with the provisions of such paragraph). 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 the
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 the Borrower
and the 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 the Administrative Agent, each Issuing Bank, each Swingline Lender and each Lender hereunder (and
interest accrued thereon), and (y) acquire (and fund as appropriate) its full Applicable Percentage of all Loans and participations
in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of
any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph (iii),
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs. The Administrative Agent agrees to provide the Borrower with official copies of the Register upon reasonable request.


 






    153


     


    

 


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


 


(d)           Acceptance
of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender
and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) of this Section 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 (d).


 


(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 such 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, such 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 such Granting Lender, and such SPC shall be subject
to all of the restrictions upon such 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.


 






    154


     


    

 


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 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 facility 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 nor 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.


 






    155


     


    

 


(f)           Participations.
Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), sell participations to one
or more banks or other entities (other than any Competitor or any natural persons (or a holding company, investments vehicle, investment
vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person)) (a “Participant”) in
all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion
of its Commitments and the Loans and LC Disbursements owing to it); provided that, (i) the consent of the Borrower shall not
be required so long as an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII
has occurred and is continuing, (ii) such Lender’s obligations under this Agreement and the other Loan Documents shall remain
unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iv) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement
or any other Loan Document; provided that, such agreement or instrument may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (g) of this Section 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 Lender 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 that, such Participant agrees to be subject to Section 2.17(d) as though it were a Lender hereunder.
So long no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII
has occurred and is continuing, all Participants must execute a Lender NDA, with such changes as requested by such Participant as
may be approved by the Borrower, prior to such Participant’s receipt of any confidential information of the Borrower. Each Lender
that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which
it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest
in the Commitments, Loans, Letters of Credit or other obligations under the Loan Documents (the “Participant Register”));
provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any other information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or
its other obligations under any Loan Document) to any person except to the extent that such disclosures are necessary to establish that
such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 163 of the Code and any related United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register.


 


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


 






    156


     


    

 


(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; provided, further, that if any confidential information of the Borrower
is to be provided to such pledgee or assignee (in each case, other than a Federal Reserve Bank or any other central bank having jurisdiction
over such Lender) and so long no Event of Default under clause (a), (b), (i), (j) or (k) of
Article VII has occurred and is continuing, such pledgee or assignee must first execute a Lender NDA, with such changes as
requested by such pledgee or assignee as may be reasonably approved by the Borrower, prior to its receipt of any such confidential information.


 


(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 or LC Exposure held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without
the prior consent of each Lender.


 


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


 


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


 


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


 






    157


     


    

 


(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 (with the prior consent of the Administrative Agent or the Required Lenders), 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 the 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 the
Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the 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.


 






    158


     


    

 


(b)           Submission
to Jurisdiction. Each party to this Agreement 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 other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.


 


(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 OTHER 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 9.10.


 






    159


     


    

 


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


 


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


 


SECTION 9.13.
Treatment of Certain Information; 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 Letters
of Credit and the Commitments or the termination of this Agreement or any provision hereof. Each Lender shall use all information delivered
to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter
into this Agreement, in connection with providing services to the Borrower. The Administrative Agent, each Lender and their Affiliates
(collectively, solely for purposes of this paragraph (a), 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 acknowledges and agrees that (i) the transactions
contemplated by this Agreement and the other 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 acknowledges and agrees 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 agrees 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.


 






    160


     


    

 


(b)           Confidentiality.
Each of the Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential on terms
consistent with this clause (b) and on a reasonable need to know basis), (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 (provided that, except in the case of any ordinary course examination by a
regulatory, self-regulatory or governmental agency, it will use commercially reasonable efforts to notify the Borrower of any such disclosure
prior to making such disclosure to the extent legally permitted and timely practicable), (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) other than to any Competitor, subject
to an agreement containing provisions substantially the same as those of this Section 9.13(b), 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 written 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(b) or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank
or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower and is not actually known by it
to be in breach of any other Person’s confidentiality obligations to 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 facility 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 facility
provided hereunder.


 






    161


     


    

 



  


For purposes of this Section 9.13(b),
 “Information” means all information received from or on behalf of the Borrower or any of its Subsidiaries relating
to the Borrower or any of its Subsidiaries or any of their respective businesses or any Portfolio Investment, other than any such information
that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower
or any of its Subsidiaries; provided that, in the case of Information received from the Borrower or any of its Subsidiaries after
the Effective Date, such Information shall be deemed confidential at the time unless clearly identified as nonconfidential. Any Person
required to maintain the confidentiality of Information as provided in this Section 9.13(b) shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


SECTION 9.14.
USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies
the Borrower, each other Obligor and each beneficiary of a Letter of Credit, which information includes the name and address of the Borrower,
each other Obligor and each beneficiary of a Letter of Credit and other information that will allow such Lender to identify the Borrower,
each other Obligor and each beneficiary of a Letter of Credit in accordance with said Act.


 


SECTION 9.15.
Lender Information Reporting. The Administrative Agent shall use commercially reasonable efforts to deliver to the Borrower
not later than one Business Day after the last day of each calendar month, a notice summarizing in reasonable detail the amount of interest,
fees and (if any) other expenses under this Agreement or the other Loan Documents accrued for the month then ended (and noting amounts
paid/unpaid); provided that, the failure of the Administrative Agent to deliver this report shall not excuse the Borrower from paying
interest, fees and (if any) other expenses in accordance with the terms of this Agreement or the other Loan Documents.


 


SECTION 9.16.
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


 






    162


     


    

 


(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 9.17.
Certain ERISA Matters.


 


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


 


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


 


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


 


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


 






    163


     


    

 


(iv)           such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender with respect to the Loan Documents.


 


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


 


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


 


(ii)           the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR §
2510.3-21),


 


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


 


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


 


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


 






    164


     


    

 


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


 


SECTION 9.18.
Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”,
and each such QFC, a “Supported QFC”), the parties hereto 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 hereto 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.


 






    165


     


    

 


(b)           As
used in this Section 9.18, the following terms have the following meanings:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.19.
Termination. Promptly following the later of the termination of the Commitments and the date on which all Obligations (other
than unasserted contingent indemnities and similar obligations that survive the termination thereof) have been paid in full in cash and
the Termination Date, the Administrative Agent shall direct the Collateral Agent to, on behalf of the Administrative Agent, the Collateral
Agent and the Lenders, deliver to the Borrower such termination statements and releases and other documents necessary or appropriate to
evidence the release of each Obligor from this Agreement, the other Loan Documents to which such Obligor is a party and each of the documents
securing the Obligations as the Borrower may reasonably request, all at the sole cost and expense of the Borrower.


 






    166


     


    

 


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.


 


	 	Bain Capital Specialty Finance, Inc.
	 	 
	 	By:	                    
	 	Name:
	 	Title:






 






     


     


    

 





	 	SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent,
a Swingline Lender, an Issuing Bank and a Lender 
	 	 
	 	By:	                    
	 	Name:
	 	Title:


 


Revolving Credit Agreement


 






     


     


    

 





	 	MUFG UNION BANK, N.A., as a Swingline Lender, an Issuing Bank and a Lender
	 	 
	 	By:	                    
	 	Name:
	 	Title:


 





Revolving Credit Agreement