Exhibit 10.1


 


EXECUTION COPY




 


FIFTH AMENDMENT

TO SENIOR SECURED REVOLVING CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT
TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of May 7, 2020 (this “Amendment”), to the Existing Credit
Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I)
is among Owl Rock Capital Corporation, a Maryland corporation (the “Borrower”),
the LENDERS party hereto and TRUIST BANK (as successor by merger to SunTrust Bank),
as Administrative Agent (the “Administrative Agent”).


 


W
I T N E S S E T H:


 


WHEREAS, the Borrower,
the Lenders party hereto and the Administrative Agent are parties to the Senior Secured Revolving Credit Agreement, dated as of
February 1, 2017 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of July 17,
2017, by that certain First Omnibus Amendment to Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement,
dated as of March 29, 2018, by that certain Third Amendment to Senior Secured Revolving Credit Agreement, dated as of June 21,
2018, and by that certain Fourth Amendment to Senior Secured Revolving Credit Agreement, dated as of April 2, 2019 (the “Existing
Credit Agreement”), and as amended by this Amendment and as the same may be further amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”); and


 


WHEREAS, the Borrower
has requested that the Lenders and the Administrative Agent agree to amend the Existing Credit Agreement, and the Lenders party
hereto and the Administrative Agent are willing, on the terms and subject to the conditions hereinafter set forth, to agree to
the amendment set forth below and the other terms hereof;


 


NOW, THEREFORE, the
parties hereto hereby covenant and agree as follows:


 


ARTICLE
I



DEFINITIONS


 


SECTION
1.1. Certain Definitions. The following terms when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):


 


“Administrative
Agent” is defined in the preamble.


 


“Amendment”
is defined in the preamble.


 


“Borrower”
is defined in the preamble.


 


“Credit Agreement”
is defined in the first recital.


 


“Existing
Credit Agreement” is defined in the first recital.


 






     


     


    

 


“Fifth Amendment
Effective Date” is defined in Article III.


 


SECTION
1.2. Other Definitions. Capitalized terms for which meanings are provided in the Existing Credit Agreement are, unless
otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.


 


ARTICLE
II



AMENDMENT TO EXISTING CREDIT AGREEMENT


 


Subject to the occurrence
of the Fifth Amendment Effective Date (as hereinafter defined), the Existing Credit Agreement (including the Exhibits and Schedules
thereto) is hereby amended in its entirety in the form of Exhibit A attached hereto.


 


ARTICLE
III 


 


REALLOCATION OF COMMITMENTS


 


Each of the parties
hereto hereby agrees that, on the Fifth Amendment Effective Date, the Multicurrency Commitment of East West Bank shall be reduced
from $15,000,000 to zero and the Dollar Commitment of East West Bank shall be increased from zero to $15,000,000, in each case,
pursuant to, and in accordance with, Section 2.20(a) of the Credit Agreement and Schedule 1.01(b) of the Credit Agreement, each
as amended hereby.


 


ARTICLE
IV



CONDITIONS TO EFFECTIVENESS


 


SECTION
4.1. Effective Date. This Amendment shall become effective on the date (the “Fifth Amendment Effective Date”)
when the Administrative Agent shall have received the following: (a) counterparts of this Amendment duly executed and delivered
on behalf of the Borrower and each of the Lenders party hereto, (b) a favorable written opinion (addressed to the Administrative
Agent and the Lenders party hereto and dated as of the date hereof) of (i) Cleary Gottlieb Steen & Hamilton LLP, New York counsel
for the Borrower and (ii) Eversheds Sutherland (US) LLP, counsel for the Borrower, in each case, in form and substance reasonably
acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinions to the Lenders
party hereto and the Administrative Agent), (c) such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Amendment
and any other legal matters relating to the Borrower, this Amendment, all in form and substance satisfactory to the Administrative
Agent and its counsel and (d) for the benefit of Administrative Agent and each of the Lenders party hereto, as applicable, fees
and expenses owing by the Borrower in connection with this Amendment as of the date hereof.


 






    2


     


    

 


ARTICLE
V



MISCELLANEOUS


 


SECTION
5.1. Representations. The Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid
and binding obligation of it, enforceable against it in accordance with its terms, (ii) no Default or Event of Default has occurred
and is continuing on the Fifth Amendment Effective Date or after giving effect to this Amendment and (iii) its representations
and warranties as set forth in the Loan Documents, as applicable, are true and correct in all material respects (except those representations
and warranties qualified by materiality or by reference to a material adverse effect, which are complete and correct in all respects)
on and as of the date hereof as though made on and as of the date hereof (unless such representations and warranties specifically
refer to a specific day, in which case, they shall be complete and correct in all material respects (or, with respect to such representations
or warranties qualified by materiality or by reference to a material adverse effect, complete and correct in all respects) on and
as of such specific day).


 


SECTION
5.2. Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to
such Article or Section of this Amendment.


 


SECTION
5.3. Loan Document Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to
the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in
accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article IX
thereof.


 


SECTION
5.4. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


 


SECTION
5.5. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page of this Amendment by telecopy or electronically (e.g. pdf) shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


SECTION
5.6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of
New York.


 






    3


     


    

 


SECTION
5.7. Full Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations, warranties,
terms, covenants, conditions and other provisions of the Existing Credit Agreement and the other Loan Documents shall remain unchanged
and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendment set
forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed
to be an amendment to, waiver of, consent to or modification of any other terms or provisions of the Existing Credit Agreement
or any other Loan Document or of any transaction or further or future action on the part of the Borrower. Upon and after the execution
of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
 “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents
to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.


 


SECTION
5.8. Reaffirmation. OR Lending LLC hereby consents to the terms of this Amendment, confirms that its Guarantee under
the Guarantee and Security Agreement remains unaltered and in full force and effect and hereby reaffirms, ratifies and confirms
the terms and conditions of the Guarantee and Security Agreement.


 






    4


     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Amendment as of the date first above written.


 


	BORROWER:	OWL ROCK CAPITAL CORPORATION 
	 
	 	By:	/s/ Alan Kirshenbaum
	 	Name: Alan Kirshenbaum
	 	Title: Chief Financial Officer




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	LENDERS:	TRUIST BANK (as
    successor by merger to 

    SunTrust Bank), 

    as Administrative Agent, a Swingline Lender, an 

    Issuing Bank and as a Lender
	 
	 	By:	/s/ Andrew Johnson
	 	Name: Andrew Johnson
	 	Title: Managing Director




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	ING
    Capital LLC, as a Swingline
    Lender, an 

    Issuing Bank and as a Lender
	 	 
	 	By:	/s/ Patrick Frisch
	 	Name: Patrick Frisch
	 	Title: Managing Director
	 	 
	 	By:	/s/ Richard Troxel
	 	Name: Richard Troxel
	 	Title: Vice President




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	Bank of America, N.A., as a Lender 
	 	 
	 	By:	/s/ Chris Choi
	 	Name: Chris Choi
	 	Title: Director




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	CITY NATIONAL BANK, as a Lender 
	 	 
	 	By:	/s/ Brandon Feitelson
	 	Name: Brandon Feitelson
	 	Title: Senior Vice President




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	CREDIT
    SUISSE AG, CAYMAN ISLANDS 

BRANCH, as a Lender 
	 	 
	 	By:	/s/ Doreen Barr
	 	Name: Doreen Barr
	 	Title: Authorized Signatory
	 	  
	 	By:	/s/ Komal Shah
	 	Name: Komal Shah
	 	Title: Authorized Signatory




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	DEUTSCHE
    BANK AG NEW YORK BRANCH, as a Lender 
	 	 
	 	By:	/s/
    Annie Chung
	 	Name: 	Annie Chung	annie.chung@db.com
	 	Title:	Director	+1-212-250-6375
	 	 
	 	By:	/s/
    Ming K. Chu
	 	Name: 	Ming K. Chu	ming.k.chu@db.com
	 	Title: 	Director	+1-212-250-5451




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	East West Bank, as a Lender
	 	 
	 	By:	/s/ Arquelio Semidey
	 	Name: Arquelio Semidey
	 	Title: Managing Director




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	Goldman Sachs Bank USA, as a Lender
	 	 
	 	By:	 /s/ Jamie Minieri
	 	Name: Jamie Minieri
	 	Title: Authorized Signatory




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	Industrial
    and Commercial Bank of China Limited, 

New York Branch, as a Lender
	 	 
	 	By:	/s/
    Weiming Zhou
	 	Name:
    Weiming Zhou
	 	Title:
    Vice President
	 	 
	 	By:	/s/
    Jeffrey Roth
	 	Name:
    Jeffrey Roth
	 	Title:
    Executive Director




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	Morgan Stanley Senior Funding Inc., as a Lender
	 	 
	 	By:	/s/ David White
	 	Name: David White
	 	Title: Authorized Signatory




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	MUFG UNION BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Jacob Ulevich
	 	Name: Jacob Ulevich
	 	Title: Director




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	ROYAL BANK OF CANADA, as a Lender
	 	 
	 	By:	/s/ Glenn Van Allen
	 	Name: Glenn Van Allen
	 	Title: Authorized Signatory




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	SOCIETE GENERALE, as a Lender
	 	 
	 	By:	/s/ Julian Thinat
	 	Name: Julian Thinat
	 	Title: Authorized Signatory




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	State Street Bank and Trust Company, as a Lender
	 	 
	 	By:	/s/ Pallo Blum-Tucker
	 	Name: Pallo Blum-Tucker
	 	Title: Managing Director




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


	 	Agreed and acknowledged solely with respect to Section
    5.8
	 	 
	 	OR LENDING LLC
	 	 
	 	By:	/s/ Alan Kirshenbaum
	 	Name: Alan Kirshenbaum
	 	Title: President




 





SIGNATURE PAGE TO
FIFTH AMENDMENT – Owl Rock







 






     


     


    

 


EXHIBIT A


 


[See attached]


 






     


     


    

 



 


EXECUTION COPY


 





ARTICLE
I 


 


ARTICLE
II

SENIOR SECURED

REVOLVING CREDIT AGREEMENT


ARTICLE
IIIdated as of


ARTICLE
IV 


ARTICLE
VFebruary 1, 2017


 


ARTICLE
VIand


 


ARTICLE
VIIas amended by the First Amendment to Senior Secured Revolving Credit Agreement, dated as of July 17, 2017, and the First
Omnibus Amendment to Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement, dated as of March 29, 2018,
as amended by the Third Amendment to Senior Secured Revolving Credit Agreement, dated as of June 21, 2018, the Fourth Amendment
to Senior Secured Revolving Credit Agreement, dated as of April 2, 2019, and the Fifth Amendment to Senior Secured Revolving Credit
Agreement, dated as of May 7, 2020


 


ARTICLE
VIIIamong


 


ARTICLE
IXOWL ROCK CAPITAL CORPORATION


ARTICLE
Xas Borrower


 


ARTICLE
XIThe LENDERS Party Hereto


 


ARTICLE
XIIand


 


ARTICLE
XIIITRUIST BANK (as successor by merger to SunTrust Bank)

as Administrative Agent


 


ARTICLE
XIVING Capital LLC

as Syndication Agent






 


ARTICLE
XV$1,195,000,000


 





 




 


 




ARTICLE
XVISUNTRUST ROBINSON HUMPHREY, INC.


ARTICLE
XVIIand


ARTICLE
XVIIIING Capital LLC

as Joint Lead Arrangers and Joint Book Runners






 





 









     


     


    

 


TABLE OF CONTENTS 


Page


 


	ARTICLE I	DEFINITIONS	1
	 	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	36
	SECTION 1.03.	Terms Generally	37
	SECTION 1.04.	Accounting Terms; GAAP	37
	SECTION 1.05.	Currencies; Currency Equivalents	38
	SECTION 1.06.	Divisions	39
	 	 	 
	ARTICLE II	THE CREDITS	39
	 	 	 
	SECTION 2.01.	The Commitments	39
	SECTION 2.02.	Loans and Borrowings	39
	SECTION 2.03.	Requests for Syndicated Borrowings	40
	SECTION 2.04.	Swingline Loans	41
	SECTION 2.05.	Letters of Credit	43
	SECTION 2.06.	Funding of Borrowings	49
	SECTION 2.07.	Interest Elections	49
	SECTION 2.08.	Termination, Reduction or Increase of the Commitments	51
	SECTION 2.09.	Repayment of Loans; Evidence of Debt	53
	SECTION 2.10.	Prepayment of Loans	55
	SECTION 2.11.	Fees	58
	SECTION 2.12.	Interest	59
	SECTION 2.13.	Inability to Determine Interest Rates	60
	SECTION 2.14.	Increased Costs	62
	SECTION 2.15.	Break Funding Payments	63
	SECTION 2.16.	Taxes	64
	SECTION 2.17.	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	67
	SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	70
	SECTION 2.19.	Defaulting Lenders	70
	SECTION 2.20.	Assignment and Reallocation of Existing Commitments and Existing Loans	74
	 	 	 
	ARTICLE III	REPRESENTATIONS AND WARRANTIES	75
	 	 	 
	SECTION 3.01.	Organization; Powers	75
	SECTION 3.02.	Authorization; Enforceability	75
	SECTION 3.03.	Governmental Approvals; No Conflicts	75
	SECTION 3.04.	Financial Condition; No Material Adverse Change	76
	SECTION 3.05.	Litigation	76
	SECTION 3.06.	Compliance with Laws and Agreements	76
	SECTION 3.07.	Taxes	76
	SECTION 3.08.	ERISA	77
	SECTION 3.09.	Disclosure	77
	SECTION 3.10.	Investment Company Act; Margin Regulations	77



 






     


     


    

 


TABLE OF CONTENTS


(continued)


Page


 


	SECTION 3.11.	Material Agreements and Liens	78
	SECTION 3.12.	Subsidiaries and Investments	78
	SECTION 3.13.	Properties	78
	SECTION 3.14.	Affiliate Agreements	78
	SECTION 3.15.	Sanctions	79
	SECTION 3.16.	Patriot Act	79
	SECTION 3.17.	Collateral Documents	79
	SECTION 3.18.	EEA Financial Institutions	80
	 	 	 
	ARTICLE IV	CONDITIONS	80
	 	 	 
	SECTION 4.01.	Effective Date	80
	SECTION 4.02.	Each Credit Event	81
	 	 	 
	ARTICLE V	AFFIRMATIVE COVENANTS	82
	 	 	 
	SECTION 5.01.	Financial Statements and Other Information	82
	SECTION 5.02.	Notices of Material Events	84
	SECTION 5.03.	Existence: Conduct of Business	85
	SECTION 5.04.	Payment of Obligations	85
	SECTION 5.05.	Maintenance of Properties; Insurance	85
	SECTION 5.06.	Books and Records; Inspection and Audit Rights	85
	SECTION 5.07.	Compliance with Laws	85
	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	86
	SECTION 5.09.	Use of Proceeds	87
	SECTION 5.10.	Status of RIC and BDC	87
	SECTION 5.11.	Investment Policies	87
	SECTION 5.12.	Portfolio Valuation and Diversification Etc	87
	SECTION 5.13.	Calculation of Borrowing Base	91
	 	 	 
	ARTICLE VI	NEGATIVE COVENANTS	96
	 	 	 
	SECTION 6.01.	Indebtedness	96
	SECTION 6.02.	Liens	98
	SECTION 6.03.	Fundamental Changes	99
	SECTION 6.04.	Investments	100
	SECTION 6.05.	Restricted Payments	102
	SECTION 6.06.	Certain Restrictions on Subsidiaries	103
	SECTION 6.07.	Certain Financial Covenants	103
	SECTION 6.08.	Transactions with Affiliates	104
	SECTION 6.09.	Lines of Business	104
	SECTION 6.10.	No Further Negative Pledge	104
	SECTION 6.11.	Modifications of Longer-Term Indebtedness Documents	105
	SECTION 6.12.	Payments of Longer-Term Indebtedness and the 2023 Notes	105
	SECTION 6.13.	Accounting Changes	106
	SECTION 6.14.	SBIC Guarantee	106
	 	 	 
	ARTICLE VII	EVENTS OF DEFAULT	106
	 	 	 
	ARTICLE VIII	THE ADMINISTRATIVE AGENT	110
	 	 	 
	SECTION 8.01.	Appointment of the Administrative Agent	110
	SECTION 8.02.	Capacity as Lender	110
	SECTION 8.03.	Limitation of Duties; Exculpation	110
	SECTION 8.04.	Reliance	111
	SECTION 8.05.	Sub-Agents	111
	SECTION 8.06.	Resignation; Successor Administrative Agent	112
	SECTION 8.07.	Reliance by Lenders	112
	SECTION 8.08.	Modifications to Loan Documents	113
	 	 	 
	ARTICLE IX	MISCELLANEOUS	113
	 	 	 
	SECTION 9.01.	Notices; Electronic Communications	113
	SECTION 9.02.	Waivers; Amendments	116
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	119
	SECTION 9.04.	Successors and Assigns	121
	SECTION 9.05.	Survival	126
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	127
	SECTION 9.07.	Severability	127
	SECTION 9.08.	Right of Setoff	127
	SECTION 9.09.	Governing Law; Jurisdiction; Etc	128
	SECTION 9.10.	WAIVER OF JURY TRIAL	128
	SECTION 9.11.	Judgment Currency	129
	SECTION 9.12.	Headings	129
	SECTION 9.13.	Treatment of Certain Information; No Fiduciary Duty; Confidentiality	129
	SECTION 9.14.	USA PATRIOT Act	131
	SECTION 9.15.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	131
	SECTION 9.16.	German Bank Separation Act	132
	SECTION 9.17.	Certain ERISA Matters	133
	SECTION 9.18.	Acknowledgement Regarding Any Supported QFCs	135




 









     


     


    




 


	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



 






     


     


    

 




 





ARTICLE
VISENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 1, 2017, as amended as of July 17, 2017, as of March 29,
2018, as of June 21, 2018, as of April 2, 2019 and as of May 7, 2020 (this “Agreement”), among OWL ROCK CAPITAL
CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and TRUIST BANK (as successor
by merger to SunTrust Bank), as Administrative Agent. 






DEFINITIONS


 


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


 


ARTICLE
VII“2023 Notes” means the Borrower’s $150,000,000 aggregate principal amount notes due June 21,
2023 issued in December 2017.


 


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


 


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


 


ARTICLE
X“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).


 


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


 


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


 


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


 


ARTICLE
XIV“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.


 


Revolving Credit Agreement


 






     


     


    

 


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


 


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


 


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


 


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


 


ARTICLE
XIX“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Anything
herein to the contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes 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.


 


ARTICLE
XX“Affiliate Agreements” means collectively, (a) the Administration Agreement dated as of March 1, 2016
between the Borrower and the External Manager, (b) Investment Advisory and Management Agreement dated as of March 1, 2016 between
the Borrower and the External Manager and (c) the License Agreement dated as of March 1, 2016 between the Borrower and Owl Rock
Capital Partners LP.


 


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


 


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


 


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


 


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ARTICLE
XXIV“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.


 


ARTICLE
XXV“Applicable Financial Statements” means, as at any date (a) from the Closing Date to the date on which
audited financial statements of the Borrower for the Borrower’s fiscal year ending on December 31, 2016 are delivered to
the Lenders, the unaudited financial statements of the Borrower for the nine month period ending on September 30, 2016 and (b)
otherwise, the most-recent audited financial statements of the Borrower delivered to the Lenders; provided that if immediately
prior to the delivery to the Lenders of new audited financial statements of the Borrower a Material Adverse Change (the “Pre-existing
MAC”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements” as at
said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing
MAC shall no longer exist.


 


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


 


ARTICLE
XXVII“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.


 


ARTICLE
XXVIII“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
XXXVI“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive
2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule.


 


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ARTICLE
XXXVII “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.


 


ARTICLE
XXXVIII“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”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
XLVI“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.


 


ARTICLE
XLVII“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.


 


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


 


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


 


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


 


ARTICLE
LI“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.


 


ARTICLE
LII“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.


 


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


 


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ARTICLE
LIV“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
LIX“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 date hereof (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 date hereof (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 date hereof (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.


 


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ARTICLE
LX“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.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
LXVI“Commitment Termination Date” means March 31, 2023.


 


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


 


ARTICLE
LXVIII“Consolidated Asset Coverage Ratio” means the ratio, determined on a consolidated basis for Borrower
and its Subsidiaries, without duplication, (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities
and indebtedness not represented by senior securities to (b) the aggregate amount of senior securities representing indebtedness
of Borrower and its Subsidiaries (including this Agreement), in each case as determined pursuant to the Investment Company Act
and any orders of the Securities and Exchange Commission issued to or with respect to Borrower thereunder (in each case, as in
effect on the Fifth Amendment Effective Date but excluding the effects of Release No. 33837/April 8, 2020), including any exemptive
relief granted by the Securities and Exchange Commission with respect to the indebtedness of any SBIC Subsidiary.


 


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


 


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


 


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


 


ARTICLE
LXXII“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.


 


ARTICLE
LXXIII“Covered Debt Amount” means, on any date, the sum of (x) all of the Revolving Credit Exposures
of all Lenders on such date plus (y) the aggregate amount of Other Covered Indebtedness, the 2023 Notes, Special Unsecured
Indebtedness and Unsecured Longer Term Indebtedness on such date minus (z) the LC Exposures fully Cash Collateralized
on such date pursuant to Section 2.05(k) and the last paragraph of Section 2.09(a); provided that the 2023
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 the 2023 Notes, such
Special Unsecured Indebtedness or such Unsecured Longer-Term Indebtedness, as applicable (provided that, to the extent, but only
to the extent, any portion of the 2023 Notes, such Special Unsecured Indebtedness or Unsecured Longer-Term Indebtedness is subject
to a contractually scheduled amortization payment or other principal payment or mandatory redemption (other than in common stock
of the Borrower) earlier than six (6) months after the Final Maturity Date (in the case of the 2023 Notes and Unsecured Longer-Term
Indebtedness) or earlier than the original final maturity date of such Indebtedness (in the case of Special Unsecured Indebtedness),
such portion of such Indebtedness, to the extent then outstanding, shall be included in the calculation of the Covered Debt Amount
beginning upon the date that is the later of (i) nine (9) months prior to such scheduled amortization payment or other principal
payment or mandatory redemption and (ii) the date the Borrower becomes aware that such Indebtedness is required to be paid or redeemed).
For the avoidance of doubt, for purposes of calculating the Covered Debt Amount, any convertible securities will be included at
the then outstanding principal balance thereof.


 


ARTICLE
LXXIV“Currency” means Dollars or any Foreign Currency.


 


ARTICLE
LXXV“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.


 


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


 


ARTICLE
LXXVII“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.


 


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ARTICLE
LXXVIII“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.


 


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


 


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


 


ARTICLE
LXXXI“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.


 


ARTICLE
LXXXII“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.


 


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


 


ARTICLE
LXXXIV“Dollar Loan” means a Loan denominated in Dollars.


 


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


 


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ARTICLE
LXXXVI“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.


 


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


 


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


 


ARTICLE
LXXXIX“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.


 


ARTICLE
XC“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied
(or waived in accordance with Section 9.02), which date is February 1, 2017.


 


ARTICLE
XCI“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.


 


ARTICLE
XCII“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.


 


ARTICLE
XCIII“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.


 


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


 


ARTICLE
XCV“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.


 


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


 


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


 


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


 


ARTICLE
XCIX“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) its 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 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 designates a new lending office, except 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 U.S. federal withholding Taxes that
are imposed under FATCA.


 


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ARTICLE
C“External Manager” means Owl Rock Capital Advisors LLC.


 


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


 


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


 


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


 


ARTICLE
CIV“Fee Letter” means that certain Fee Letter dated as of December 29, 2016 among the Borrower, the Administrative
Agent, SunTrust Robinson Humphrey, Inc., BANA and Merrill Lynch, Pierce, Fenner & Smith Incorporated.


 


ARTICLE
CV“Fifth Amendment Effective Date” means May 7, 2020.


 


ARTICLE
CVI“Final Maturity Date” means April 2, 2024.


 


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


 


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


 


ARTICLE
CIX“First Omnibus Amendment Effective Date” means March 29, 2018.


 


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


 


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


 


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


 


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


 


ARTICLE
CXIV“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE
CXXI“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.


 


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


 


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


 


ARTICLE
CXXIV“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.


 


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


 


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


 


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


 


ARTICLE
CXXVIII“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.


 


ARTICLE
CXXIX“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.


 


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


 


ARTICLE
CXXXI“ING” means ING Capital LLC.


 


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


 


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


 


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


 


ARTICLE
CXXXV“Interest Period” means, for any Eurocurrency Loan or Borrowing, the period commencing on the date
of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or
six months thereafter or, with respect to such portion of any Eurocurrency Loan or Borrowing denominated in a Foreign Currency
that is scheduled to be repaid on the 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.


 


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


 


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


 


ARTICLE
CXXXVIII“Investment Policies” means the investment objectives, policies, restrictions and limitations
set forth in the “BUSINESS” section of 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.


 


ARTICLE
CXXXIX“Issuing Bank” means Truist, ING 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, Truist and ING may
designate any of their respective affiliates as the “Issuing Bank” for purposes of such Letter of Credit.


 


ARTICLE
CXL“Joint Lead Arrangers” means SunTrust Robinson Humphrey, Inc. and ING.


 


ARTICLE
CXLI“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”.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CXLVII“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.


 


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


 


ARTICLE
CXLIX“LIBO Rate” means, for any Interest Period:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CLI“Loan Documents” means, collectively, this Agreement, the Letter of Credit Documents, the Security
Documents and the First Amendment to this Agreement, dated as of July 17, 2017, and the First Omnibus Amendment to this Agreement
and the Guarantee and Security Agreement, dated as of March 29, 2018, the Third Amendment to this Agreement, dated as of June 21,
2018, the Fourth Amendment to this Agreement, dated as of April 2, 2019, and the Fifth Amendment to this Agreement, dated as of
May 7, 2020.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CLVII“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.


 


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


 


ARTICLE
CLIX“Multicurrency Commitment” means, with respect to each Multicurrency Lender, the commitment of such
Multicurrency Lender to make Syndicated Loans, and to acquire participations in Letters of Credit and Swingline Loans, denominated
in Dollars and in Agreed Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of such
Lender’s Revolving Multicurrency Credit Exposure hereunder, as such commitment may be (a) reduced or increased from
time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 9.04. The amount of each Lender’s Multicurrency Commitment as of the Fifth
Amendment Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Multicurrency commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency
Commitments as of the Fifth Amendment Effective Date is $920,000,000.


 


ARTICLE
CLX“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.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CLXVI“Net Cash Proceeds” means:


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CLXXII“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.


 


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


 


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


 


ARTICLE
CLXXV“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).


 


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


 


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


 


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ARTICLE
CLXXVIII“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)).


 


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


 


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


 


ARTICLE
CLXXXI“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.


 


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


 


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


 


ARTICLE
CLXXXIV“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.


 


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


 


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


 


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


 


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


 


ARTICLE
CLXXXIX“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.


 


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


 


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


 


ARTICLE
CXCII“PPM” means the private placement memorandum, dated as of October 5, 2016, relating to the common
stock offering of the Borrower.


 


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


 


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


 


ARTICLE
CXCV“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.


 


ARTICLE
CXCVI“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.


 


ARTICLE
CXCVII“Quarterly Dates” means the last Business Day of March, June, September and December in each year,
commencing on March 31, 2017.


 


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


 


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


 


ARTICLE
CC“Registration Statement” means the Registration Statement filed by the Borrower with the Securities
and Exchange Commission on April 11, 2016.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE
CCVIII“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.


 


ARTICLE
CCIX“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.


 


ARTICLE
CCX“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.


 


ARTICLE
CCXI“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.


 


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


 


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


 


ARTICLE
CCXIV“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).


 


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


 


ARTICLE
CCXVI“SBA” means the United States Small Business Administration.


 


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


 


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


 


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


 


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


 


ARTICLE
CCXXI“Security Documents” means, collectively, the Guarantee and Security Agreement, all Uniform Commercial
Code financing statements filed with respect to the security interests in personal property created pursuant to the Guarantee and
Security Agreement and all other assignments, pledge agreements, security agreements, control agreements and other instruments
executed and delivered on or after the date hereof 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.


 


ARTICLE
CCXXII“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.


 


ARTICLE
CCXXIII“SPE Subsidiary” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CCXXXIII“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.


 


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


 


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


 


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


 


ARTICLE
CCXXXVII“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CCXLIV“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.


 


ARTICLE
CCXLV“Truist” means Truist Bank (as successor by merger to SunTrust Bank).


 


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


 


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


 


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


 


ARTICLE
CCXLVIII“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.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CCLIV“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.


 


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


 


ARTICLE
CCLVI“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.


 


ARTICLE
CCLVII“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down
and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member
Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.


 


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.


 


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


 


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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 date hereof in
GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that
the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof then such provision shall be interpreted on the basis of GAAP
as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith and (b) all leases that would be treated as operating leases for purposes of GAAP
on the date hereof shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations
hereunder regardless of any change to GAAP following the date hereof that would otherwise require such leases to be treated as
Capital Lease Obligations. 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).


 


Currencies; Currency
Equivalents.


 


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


 


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


 


ARTICLE
CCLVIIIWithout 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 date hereof;
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.


 


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.


 


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THE
CREDITS


 


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


 


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 or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and


 


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 or (iii) the total Covered
Debt Amount exceeding the Borrowing Base then in effect.


 


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


 


Loans and Borrowings.


 


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


 


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


 


Minimum
Amounts. Each Eurocurrency Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of $1,000,000,
and each ABR Borrowing (whether Syndicated or Swingline) 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.


 


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.


 






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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.


 


Requests for Syndicated
Borrowings.


 


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


 


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


 


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


 


the aggregate
amount and Currency of the requested Borrowing;


 


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


 


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


 


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


 


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


 


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


 






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


 


Swingline Loans.


 


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


 


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


 






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


 


ARTICLE
CCLXSubject 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.


 






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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 Atlanta, Georgia 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.


 


Letters of Credit.


 


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


 


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


 






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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;
and (v) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.


 


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


 






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


 


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


 


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


 






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


 


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


 


ARTICLE
CCLXIIINeither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by such Issuing
Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation
of technical terms or any consequence arising from causes beyond the control of such Issuing Bank; provided that the foregoing
shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct when determining whether
drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree
that:


 


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;


 


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


 


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).


 






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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.


 


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


 


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


 






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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), the penultimate paragraph of Article VII
or Section 9.16, the Borrower shall immediately deposit into a segregated collateral account or accounts (herein, collectively,
the “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative
Agent, for the benefit of the Lenders, Cash denominated in the Currency of the Letter of Credit under which such LC Exposure arises
in an amount equal to the amount required under Section 2.05(d), Section 2.09(a), Section 2.10(b)
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.


 


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


 


Funding of Borrowings.


 


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. Atlanta,
Georgia time, and (ii) in the case of any Loan that is a Syndicated ABR Borrowing, 1:00 p.m. Atlanta, Georgia 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.


 






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


 


Interest Elections.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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.


 


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


 


Termination, Reduction
or Increase of the Commitments.


 


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


 


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


 






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


 


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


 


Increase
of the Commitments.


 


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


 


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


 


immediately
after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $1,500,000,000;


 


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


 


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


 


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


 






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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., Atlanta, Georgia time, on such Commitment Increase Date
(or on or prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer
of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph
(i) has been satisfied; and


 


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


 


ARTICLE
IPromptly 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.


 


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.


 


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


 






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Repayment of Loans;
Evidence of Debt.


 


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


 


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


 


to the applicable
Swingline Lender the then unpaid principal amount of each Swingline Loan of each Class 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 is made, the Borrower shall repay all Swingline Loans of such Class then outstanding.


 


ARTICLE
CCLXIVIn 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.


 


Manner
of Payment. Prior to any repayment or prepayment of any Borrowings of any Class hereunder, the Borrower shall select
the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of
such selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided
that each repayment of Borrowings of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any
other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or
prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings 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.


 


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.


 






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


 


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


 


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


 


Prepayment of Loans.


 


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.


 


Mandatory
Prepayments due to Changes in Exchange Rates.


 


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.,
Atlanta, Georgia time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received,
on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative
Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.


 






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Prepayment.
If on the date of such determination 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,
the Borrower shall prepay the Syndicated Multicurrency Loans and Swingline Multicurrency Loans (and/or provide Cash Collateral
for Multicurrency LC Exposure as specified in Section 2.05(k)) within 15 Business Days following the Borrower’s receipt
of notice from the Administrative Agent pursuant to clause (b)(i) above in such amounts as shall be necessary so that after
giving effect thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments.


 


ARTICLE
CCLXVFor 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.


 


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


 


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


 


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:


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


Fees.


 


Commitment
Fee. The Borrower agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which shall
accrue at a rate per annum equal to 0.375% on the average daily unused amount of the Dollar Commitment and Multicurrency Commitment,
as applicable, of such Lender during the period from and including the date hereof to but excluding the earlier of the date such
commitment terminates and the Commitment Termination Date. Accrued commitment fees shall be payable within one Business Day after
each Quarterly Date and on the earlier of the date the Commitments of the respective Class terminate and the Commitment Termination
Date, commencing on the first such date to occur after the date hereof. 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).


 






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


 


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.


 


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.


  



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Interest.


 


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.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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If at any time the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause
(a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i)
above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction
over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer
be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an
alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining
a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement
to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance
of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary
in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this
Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date that a draft of
such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object
to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case
of the circumstances described in clause (ii) of the first sentence of this Section 2.13(b), only to the extent the Screen
Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis) (i) any
Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing
as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars,
such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if
the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing
shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the
Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency
shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata
share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable
discretion), 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; provided, that, if such alternate rate of interest shall be less than
zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


Increased Costs.


 


Increased
Costs Generally. If any Change in Law shall:


 


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


 


impose on
any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than (A) Indemnified
Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) 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;


 






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


 


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


 


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


 


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


 


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 Lender for the loss, cost and reasonable expense attributable to such event (excluding loss of anticipated profits). In the
case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined
by such Lender to be equal to the excess, if any, of


 






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


 


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.


 


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


 


Taxes.


 


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; provided
that if the Borrower shall be required to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes,
the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, applicable Lender or applicable Issuing Bank (as the
case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.


 


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


 


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


 






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


 


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.


 


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


 






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(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


 


(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.


 






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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 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).


 


Documentation
Required by FATCA. If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the 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 document 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.


 


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


 






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


 


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., Atlanta, Georgia time,
on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day
for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative
Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly
to any Issuing Bank or any Swingline Lender as expressly provided herein and payments pursuant to Sections 2.14, 2.15,
2.16 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


Mitigation Obligations;
Replacement of Lenders.


 


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


 


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


 






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Defaulting Lenders.


 


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:


 


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


 






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Certain
Fees.


 


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


 


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


 


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


 






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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.


 


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


 


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).


 






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


 


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


 


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.


 


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


 






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Assignment and Reallocation
of Existing Commitments and Existing Loans.


 


On the Fifth Amendment
Effective Date, the Borrower shall (A) prepay the outstanding Loans and (B) simultaneously borrow new Loans in an amount
equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment
to, and borrowing from, any Lender with a Commitment under this Agreement prior to the Fifth Amendment Effective Date (each, an
 “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 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 each Class are held ratably
by the Lenders of such Class in accordance with each Lender’s Applicable Percentage of Commitments and portion of Loans,
which, for the purposes of this Agreement and each other Loan Document, will be as set forth opposite such Person’s name
on Schedule 1.01(b).  Concurrently therewith, the Existing Lenders of each 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 Applicable Percentage of Commitments of such Class. Notwithstanding anything to the contrary contained in this Agreement,
the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 2.15
as a result of the prepayment and borrowing on the Fifth Amendment Effective Date contemplated by this Section 2.20(a).


 


Each of the Lenders hereby
acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any
responsibility with respect to (A) any statements, warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement, the Existing Credit Agreement
or any other Loan Document or (B) the financial condition of any Obligor or the performance by any Obligor of its obligations hereunder
or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Agreement; and (iii) it has made and continues to make its own credit decisions in taking or not
taking action under this Agreement, independently and without reliance upon the Administrative Agent or any other Lender.


 


REPRESENTATIONS AND WARRANTIES


 


ARTICLE
CCLXXIIIThe Borrower represents and warrants to the Lenders that:


 


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


 


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


 






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


 


Financial Condition;
No Material Adverse Change.


 


Financial
Statements. The Borrower has heretofore delivered to the Lenders the consolidated balance sheet and statement of operations,
changes in net assets and cash flows of the Borrower and its Subsidiaries as of and for the nine month period ending September
30, 2016, certified by a Financial Officer of the Borrower. Such financial statements present fairly, in all material respects,
the consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such date
and for such period in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes.


 


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


 


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


 


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


 






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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
or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.


 


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.


 


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


 


Investment Company
Act; Margin Regulations.


 


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.


 


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


 






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


 


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.


 


Material Agreements
and Liens.


 


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


 


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


 


Subsidiaries and Investments.


 


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


 


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


 


Properties.


 


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


 






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


 


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


 


Sanctions.


 


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


 


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.


 


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


 






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


 


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


 


CONDITIONS


 


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):


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Borrowing
Base Certificate. A Borrowing Base Certificate showing a calculation of the Borrowing Base as of February 1, 2017 with
the Value of each Portfolio Investment determined as of December 31, 2016.


 


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


 


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


 


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


 


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)).


 






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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.


 


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:


 


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;


 


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; and


 


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


 


ARTICLE
CCLXXIV 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.


 


AFFIRMATIVE
COVENANTS


 


ARTICLE
CCLXXV 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:


 






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


 


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


 


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


 


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


 


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


 


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


 


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;


 






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


 


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.


 


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


 


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


 


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


 


the occurrence of any
Default;


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


Certain Obligations
Respecting Subsidiaries; Further Assurances.


 


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


 


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


 


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


 






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


 


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


 


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).


 


Portfolio Valuation
and Diversification Etc.


 


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


 


Portfolio
Valuation Etc.


 


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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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.


 






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(y)       For
the avoidance of doubt, the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent would not be as
of, or delivered at, the end of any fiscal quarter. Any such valuation would be as of the end of the second month immediately following
any fiscal quarter (the “Administrative Agent Appraisal Testing Period”) and would be reflected in the Borrowing
Base Certificate for such month (provided that such Approved Third-Party Appraiser delivers such valuation at least seven
Business Days before the 20th day after the end of the applicable monthly accounting period and, if such valuation is
delivered after such time, it shall be included in the Borrowing Base Certificate for the following monthly period and applied
to the then applicable balance of the related Portfolio Investment). For illustrative purposes, if the given fiscal quarter is
the fourth quarter ending on December 31, 2017, then (A) the Administrative Agent would initiate the testing of Values (using the
December 31, 2017 Values for purposes of determining the scope of the testing under clauses (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,
2018 and (B)(xx) if such valuations were received before the seventh Business Day before March 20, 2018, such valuations would
be included in the March 20, 2018 Borrowing Base Certificate covering the month of February, or (yy) if such valuations were received
after such time, they would be included in the April 20, 2018 Borrowing Base Certificate for the month of March.


 


ARTICLE
IIFor 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.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CCLXXVIIAs used herein, the following terms have the following meanings:


 


ARTICLE
CCLXXVIII“Advance Rate” means, as to any Portfolio Investment and subject to adjustment as provided in
Section 5.13(a), (b) and (c), the following percentages with respect to such Portfolio Investment:


 





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





 






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


 


ARTICLE
CCLXXX“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.


 


ARTICLE
CCLXXXI“Cash” has the meaning assigned to such term in Section 1.01 of the Credit Agreement.


 


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


 


ARTICLE
CCLXXXIII“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.


 


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


 


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


 


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


 


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


 






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ARTICLE
CCLXXXVIII“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CCXCVIII“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
CCCVII“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.


 


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


 


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


 






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ARTICLE
CCCX“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.


 


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


 


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


 


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


 


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


 


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


 


NEGATIVE COVENANTS


 


ARTICLE
CCCXIVUntil 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:


 


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


 






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Indebtedness created
hereunder or under any other Loan Document;


 


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


 


Other Permitted Indebtedness;


 


Guarantees of Indebtedness
otherwise permitted hereunder;


 


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;


 


[Reserved];


 


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


 


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


 


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


 


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


 


Permitted SBIC Guarantees;


 


[Reserved]; and


 


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


 






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


 


Indebtedness incurred
pursuant to the 2023 Notes; and


 


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


 


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


 


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


 


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));


 


[Reserved];


 


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


 


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


 






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Permitted Liens;


 


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


 


[Reserved];


 


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


 


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


 


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


 


ARTICLE
CCCXVNotwithstanding the foregoing provisions of this Section:


 


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


 






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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;


 


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


 


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


 


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


 


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


 


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


 


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:


 


operating deposit accounts
with banks;


 






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Investments by the Borrower
and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors;


 


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


 


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


 


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


 


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


 


Investments in Cash and
Cash Equivalents;


 


Investments described
on Schedule 3.12(b);


 


[Reserved];


 


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


 


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


 


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


 






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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:


 


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


 


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


 


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:


 


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


 


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


 


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


 






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ARTICLE
CCCXVIINothing 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.


 


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


 


Certain Financial
Covenants.


 


Minimum
Shareholders’ Equity. The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter
of the Borrower to be less than the greater of (i) 30% of the value of the assets of the Borrower and its Subsidiaries and (ii)
$4,000,000,000, plus 50% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after
the Fifth Amendment Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).


 


Minimum
Borrower Net Worth. The Borrower will not permit Borrower Net Worth at the last day of any fiscal quarter of the Borrower
to be less than $1,000,000,000.


 


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


 


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


 


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


 






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Transactions with
Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to enter into any transactions with any of its
Affiliates, even if otherwise permitted under this Agreement, except (a) transactions in the ordinary course of business at
prices and on terms and conditions not less favorable to the Borrower or such Subsidiary (other than a SBIC Subsidiary) than could
be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and
its Subsidiaries not involving any other Affiliate, (c) Restricted Payments permitted by Section 6.05, (d) the
transactions provided in the Affiliate Agreements, (e) transactions described on Schedule 6.08, (f) any Investment
that results in the creation of an Affiliate (g) co-investment transactions with any Affiliate as and to the extent permitted by
any exemptive order that may be issued by the SEC to the Borrower and certain Affiliates pursuant to the exemptive application
initially filed on October 19, 2015, and as amended from time to time, or otherwise permitted pursuant to applicable SEC guidance
or (h) transactions between or among the Obligors and any SBIC Subsidiary or any “downstream affiliate” (as such term
is used under the rules promulgated under the Investment Company Act) company of an Obligor at prices and on terms and conditions,
taken as a whole, not materially less favorable to the Obligors than could be obtained at the time on an arm’s-length basis
from unrelated third parties.


 


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


 


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


 






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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:


 


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


 


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


 


Payments of Longer-Term
Indebtedness and the 2023 Notes. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem,
retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase,
redemption, retirement or other acquisition of or make any voluntary payment or prepayment of the principal of or interest on,
or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Special Unsecured
Indebtedness (other than the refinancing of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness, Special Unsecured
Indebtedness or the 2023 Notes with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled
payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing
such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under convertible notes;
(x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment
on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement
thereof shall be permitted under this clause (a)); (b) so long as no Default shall exist or be continuing, any payment that,
if treated as a Restricted Payment for purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions
set forth in Section 6.05(d); (c) voluntary payments or prepayments of Secured Longer-Term Indebtedness, so long as both
before and after giving effect to such voluntary payment or prepayment (i) the Borrower is in pro forma compliance with the financial
covenants set forth in Section 6.07 and (ii) no Default shall exist or be continuing; (d) mandatory payments, required prepayments
or mandatory redemptions of any convertible notes constituting Unsecured Longer-Term Indebtedness or Special Unsecured Indebtedness
in Cash (including any cash payment elected to be paid in connection with the settlement by the Borrower of any conversion at the
option of any holder of such convertible notes pursuant to the conversion features thereunder) and the 2023 Notes, so long as both
before and after giving effect to such payment (i) no Event of Default shall exist or be continuing and (ii) the Covered Debt Amount
does not exceed 90% of the Borrowing Base; and (e) payments or prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term
Indebtedness, Special Unsecured Indebtedness or the 2023 Notes solely from the proceeds of any issuance of Equity Interests, so
long as both before and after giving effect to such payment (i) no Default shall exist or be continuing and (ii) the Covered Debt
Amount does not exceed 90% of the Borrowing Base.


 






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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.


 


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.


 


EVENTS
OF DEFAULT


 


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


 


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


 


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


 


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;


 


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


 






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


 


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


 


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;


 


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


 


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;


 






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


 


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;


 


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


 


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


 


a Change in Control shall
occur;


 


At any time prior to
the Borrower’s common stock being listed on a national securities exchange (i) a “Key Person Event” or “Cause
Event” (each as defined in the PPM) shall occur, without regard to whether or not the “Commitment Period” (as
defined in the PPM) is then in effect, or (ii) any “Key Person” (as defined in the PPM) is replaced in accordance with
the PPM without the consent of the Administrative Agent and the Required Lenders; provided that, for purposes of this clause
(o), the PPM shall mean the PPM as in effect as of the date hereof or as otherwise amended or modified from time to time with
the consent of the Required Lenders;


 


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


 


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


 


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


 






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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;


 


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


 


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


 


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


 






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THE
ADMINISTRATIVE AGENT


 


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.


 


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.


 


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


 






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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.


 


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


 


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


 






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


 


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.


 


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


 






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


 


MISCELLANEOUS


 


Notices; Electronic
Communications.


 


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:


 


if to the
Borrower, to it at:


 


ARTICLE
III Owl Rock Capital Corporation

245 Park Avenue, 41st Floor

New York, NY 10167

Attention: Alan Kirshenbaum

Telephone: (212) 419-3000


 


if to the
Administrative Agent or Truist, in its capacity as a Swingline Lender, to it at:


 


ARTICLE
IV Truist Bank

3333 Peachtree Road, 7th Floor

Atlanta, Georgia 30326

Attention:  Hays Wood

Telecopy Number: (404) 836-5879


 






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ARTICLE
V with a copy to:


 


ARTICLE
VI Truist Bank

Agency Services

303 Peachtree Street, N. E./ 25th Floor

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906


 


if to the
Truist, in its capacity as Issuing Bank, to it at:


 


ARTICLE
VII Truist Bank

303 Peachtree Street, N. E./ 25th Floor

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906


 


if to ING,
in its capacity as a Swingline Lender and an Issuing Bank:


 


ING Capital LLC


1133 Avenue of the Americas


New York, NY 10036


Attention: Patrick Frisch


Telephone: (646) 424-6912


Telecopy Number:
(646) 424-6919


 


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


 


ARTICLE
CCCXXIV 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).


 


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.


 






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ARTICLE
CCCXXV (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.


 


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


 


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


 


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


 






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Waivers; Amendments.


 


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


 


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


 


increase
the Commitment of any Lender without the written consent of such Lender,


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


ARTICLE
CCCXXVIII 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.


 


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


 






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


 


Re-designation
of Non-Consenting Multicurrency Lender.


 


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 or (IV) the aggregate Revolving Credit Exposure exceeds the aggregate Commitments; 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).


 






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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).


 


Expenses; Indemnity;
Damage Waiver.


 


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


 






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


 


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


 






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


 


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


 


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


 


Successors and Assigns.


 


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


 


Assignments
by Lenders.


 


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


 






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


 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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.


 


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


 






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


 


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


 






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Participations.
Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), sell participations
to one or more banks or other entities (other than natural persons (or a holding company, investments vehicle, investment vehicle
or trust for, or owned and operated by or for the primary benefit of a natural Person)) (a “Participant”) in
all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all
or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that (i) the consent of the
Borrower shall not be required if such Participant does not have the right to receive any non-public information that may be provided
pursuant to this Agreement (and the Lender selling such participation agrees with the Borrower at the time of the sale of such
participation that it will not deliver such non-public information to the Participant), (ii) such Lender’s obligations
under this Agreement and the other Loan Documents shall remain unchanged, (iii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (iv) the Borrower, the Administrative Agent, the Issuing
Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject
to paragraph (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections
2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to paragraph (b) of this Section; provided that such Participant shall not be entitled to receive any greater
payment under Sections 2.14, 2.15 or 2.16, with respect to any participation, than its participating Lenders
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in
Law that occurs after the Participant acquired the applicable participation; provided, further, that no Participant
shall be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation granted to such Participant
and such Participant shall have complied with the requirements of Section 2.16 as if such Participant is a Lender. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were
a Lender; provided such Participant agrees to be subject to Section 2.17(d) as though it were a Lender hereunder.
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain
a register on which it enters the name and address of each participant and the principal amounts (and stated interest of each Participant’s
interest in the loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Participant or any other information relating to a Participant’s interest in any commitments, loans, letters of credit
or its other obligations under any Loan Document) to any person except to the extent that such disclosures are necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 



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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.


 


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


 


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


 


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.


 



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Counterparts; Integration;
Effectiveness; Electronic Execution.





 


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


 


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.


 


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.


 


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


 



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Governing Law; Jurisdiction;
Etc.


 


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.


 


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


 


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


 


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.


 


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


 






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


 


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.


 






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Treatment of Certain
Information; No Fiduciary Duty; Confidentiality.




 


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


 


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


 






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


 


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


 


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:


 


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


 


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


 


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


 


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


 


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


 






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German
Bank Separation Act. If any Lender subject to the GBSA (any such Lender, a “GBSA Lender”) shall have determined
in good faith (which determination shall be made in consultation with the Borrower) that, due to the implementation of the
German Act on the Ring-fencing of Risks and for the Recovery and Resolution Planning for Credit Institutions and Financial Groups
(Gesetz zur Abschirmung von Risiken und zur Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen) of 7 August
2013 (commonly referred to as the German Bank Separation Act (Trennbankengesetz) (the “GBSA”), whether before
or after the date hereof, or any corresponding European legislation (such as the proposed regulation on structural measures improving
the resilience of European Union credit institutions) that may amend or replace the GBSA in the future or any regulation thereunder,
or due to the promulgation of, or any change in the interpretation by, any court, tribunal or regulatory authority with competent
jurisdiction of the GBSA or any corresponding future European legislation or any regulation thereunder, the arrangements contemplated
by this Agreement or the Loans have, or will, become illegal, prohibited or otherwise unlawful , then, and in any such event, such
GBSA Lender shall give written notice to the Borrower and the Administrative Agent of such determination (which written notice
shall include a reasonably detailed explanation of such illegality, prohibition or unlawfulness, including, without limitation,
all evidence and calculations used in the determination thereof, a “GBSA Notice”), whereupon (i) all of the
obligations (including outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, collectively, the “GBSA Obligations”) owed
to such GBSA Lender hereunder and under the Loans shall become due and payable, and the Borrower shall repay the GBSA Obligations,
on the fifteenth day immediately after the date of such GBSA Notice (such date being an “Initial Termination Date”)
and, for the avoidance of doubt, such repayment shall not be subject to the terms and conditions of Section 2.17(c) or Section
2.17(d) to the extent that there are no outstanding amounts due and payable to the other Lenders at such date and (ii) the
Commitments of such GBSA Lender shall terminate on such Initial Termination Date; provided that, notwithstanding the foregoing,
prior to such Initial Termination Date and in the event the Borrower in good faith reasonably believes there is a mistake, error
or omission in the grounds used to determine such illegality, prohibition or unlawfulness under the GBSA or any corresponding future
European legislation or any regulation thereunder, then the Borrower may provide written notice (which written notice shall include
a reasonably detailed explanation of the basis of such good faith belief, including, without limitation, all evidence and calculations
used in the determination thereof, a “Consultation Notice”) to that effect, at which point the GBSA Obligations
owed to such GBSA Lender hereunder and under the Loans shall not become due and payable, and the Commitments of such GBSA Lender
shall not terminate, until the fifteenth day immediately following such Initial Termination Date (and the period from, and including,
the date of the Consultation Notice until the date falling on the fifteenth day immediately after such Initial Termination Date
being the “GBSA Consultation Period”). In the event the Borrower and such GBSA Lender cannot in good faith reasonably
agree during the GBSA Consultation Period whether the arrangements contemplated by this Agreement or the Loans have, or will, become
illegal, prohibited or otherwise unlawful under the GBSA or any corresponding future European legislation or any regulation thereunder,
then all of the GBSA Obligations owed to such GBSA Lender hereunder and under the Loans shall become due and payable, and the Commitments
of such GBSA Lender shall terminate, on the Business Day immediately following the last day of such GBSA Consultation Period. For
the avoidance of doubt, so long as a GBSA Consultation Period has occurred and is continuing, (i) the Commitments and Revolving
Credit Exposure of any GBSA Lender shall be subject to Section 2.18, and the Borrower shall have all rights to replace such
GBSA Lender in accordance with Section 2.18(b), (ii) no GBSA Lender shall be required to fund its pro rata share of any
Borrowing or acquire participations in any Swingline Loans under Section 2.04(e) or Letters of Credit under Section 2.05(e), (iii)
each GBSA Lender shall be deemed to have an Applicable Percentage, Applicable Dollar Percentage and Applicable Multicurrency Percentage
of zero for purposes of Sections 2.02(a), 2.04(c), 2.05(e) and 2.05(f) and (iv) no GBSA Lender shall be entitled to receive any
fee pursuant to Sections 2.11(a) or (b) for any day during the continuance of such GBSA Consultation Period. To the
extent any Swingline Exposure or LC Exposure exists at the time a GBSA Lender’s Loans are repaid in full and such GBSA Lender’s
Commitment is cancelled pursuant to this Section 9.16, such Swingline Exposure or LC Exposure shall be reallocated as set forth
in Section 2.19(a)(iii) to the extent such reallocation does not cause the aggregate Revolving Credit Exposure of any Lender to
exceed such Lender’s Commitment.  If the reallocation described in the immediately prior sentence cannot, or can only
partially, be effected, the Borrower shall not later than two Business Days after demand by the Administrative Agent (at the direction
of any Issuing Bank and/or any Swingline Lender) (x) prepay Loans and/or (y) Cash Collateralize each Issuing Bank’s Fronting
Exposure in accordance with the procedures set forth in Section 2.05(k) such that after giving effect to such prepayment and/or
Cash Collateralization, the Revolving Credit Exposure of all Lenders on such date minus the LC Exposures fully Cash Collateralized
on such date does not exceed the aggregate amount of the Lenders’ Commitments on such date. Additionally, notwithstanding
anything to the contrary herein, during the GBSA Consultation Period, the Revolving Credit Exposure and unused Commitments of any
GBSA Lender shall be disregarded in the determination of Required Lenders or Required Lenders of a Class.


 






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Certain ERISA Matters.


 


Each Lender (x) represents
and warrants, as of the later of the date such Person became a Lender party hereto and the Fifth Amendment 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:


 


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,


 


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,


 






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(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


 


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.


 


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 Fifth
Amendment 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:


 


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


 


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


 


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)),


 






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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


 


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.


 


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


 


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


 






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


 


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


 


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


 


(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).


 












    	 	 	Revolving Credit Agreement
	 	 	 
	 	137	 



     


    

 


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





 


		OWL ROCK CAPITAL CORPORATION



 


		By:	 
	 	 	Name:

Title:



 









    Revolving Credit Agreement
 
 


     


    

 


		TRUIST BANK (as successor by merger to SunTrust Bank), as Administrative Agent, a
                                                                          Swingline Lender, an Issuing Bank and a Lender



 


		By:	 
	 	 	Name:

Title:



 



    Revolving Credit Agreement
 
 


     


    

 





		BANK OF AMERICA, N.A., as a Swingline Lender, an Issuing Bank and a Lender



 


		By:	 
	 	 	Name:

Title:



 









    Revolving Credit Agreement
 
 


     


    

 





		 	,
as a Lender




 








	 	By:	 
	 	Name:	 
	 	Title:	 




 






    Revolving Credit Agreement